VMWARE, INC. - Quarter Report: 2019 November (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 1, 2019
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-33622
_______________________________________________________
VMWARE, INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware | 94-3292913 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
3401 Hillview Avenue | ||
Palo Alto, | CA | 94304 |
(Address of principal executive offices) | (Zip Code) |
(650) 427-5000
(Registrant’s telephone number, including area code)
_____________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock | VMW | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☑ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of December 2, 2019, the number of shares of common stock, par value $0.01 per share, of the registrant outstanding was 409,910,050, of which 109,910,050 shares were Class A common stock and 300,000,000 shares were Class B common stock.
TABLE OF CONTENTS
Page | ||
PART I – FINANCIAL INFORMATION | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II – OTHER INFORMATION | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 6. | ||
VMware, Carbon Black, NSX, Workspace ONE, Avi Networks, AetherPal, VMware Cloud, CloudHealth, Horizon, VMware vSAN, VMware Foundation, vSphere, vRealize, Heptio, VeloCloud, PKS, Tanzu, vCloud, and vCloud Air are registered trademarks or trademarks of VMware or its subsidiaries in the United States and other jurisdictions. All other marks and names mentioned herein may be trademarks of their respective companies.
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VMware, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in millions, except per share amounts, and shares in thousands)
(unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue(1): | |||||||||||||||
License | $ | 974 | $ | 884 | $ | 2,853 | $ | 2,558 | |||||||
Services | 1,482 | 1,316 | 4,308 | 3,825 | |||||||||||
Total revenue | 2,456 | 2,200 | 7,161 | 6,383 | |||||||||||
Operating expenses(2): | |||||||||||||||
Cost of license revenue | 59 | 49 | 160 | 139 | |||||||||||
Cost of services revenue | 319 | 266 | 936 | 777 | |||||||||||
Research and development | 582 | 499 | 1,669 | 1,433 | |||||||||||
Sales and marketing | 827 | 707 | 2,402 | 2,110 | |||||||||||
General and administrative | 238 | 178 | 625 | 529 | |||||||||||
Realignment and loss on disposition | — | 6 | — | 9 | |||||||||||
Operating income | 431 | 495 | 1,369 | 1,386 | |||||||||||
Investment income | 12 | 63 | 40 | 168 | |||||||||||
Interest expense | (40 | ) | (33 | ) | (107 | ) | (101 | ) | |||||||
Other income (expense), net | 263 | (180 | ) | (97 | ) | 839 | |||||||||
Income before income tax | 666 | 345 | 1,205 | 2,292 | |||||||||||
Income tax provision (benefit) | 45 | 11 | (4,846 | ) | 372 | ||||||||||
Net income | $ | 621 | $ | 334 | $ | 6,051 | $ | 1,920 | |||||||
Net income per weighted-average share, basic for Classes A and B | $ | 1.52 | $ | 0.82 | $ | 14.77 | $ | 4.72 | |||||||
Net income per weighted-average share, diluted for Classes A and B | $ | 1.50 | $ | 0.81 | $ | 14.52 | $ | 4.64 | |||||||
Weighted-average shares, basic for Classes A and B | 409,165 | 408,708 | 409,780 | 406,929 | |||||||||||
Weighted-average shares, diluted for Classes A and B | 414,054 | 414,477 | 416,668 | 413,378 | |||||||||||
__________ | |||||||||||||||
(1) Includes related party revenue as follows (refer to Note C): | |||||||||||||||
License | $ | 375 | $ | 290 | $ | 1,048 | $ | 765 | |||||||
Services | 387 | 260 | 1,072 | 694 | |||||||||||
(2) Includes stock-based compensation as follows: | |||||||||||||||
Cost of license revenue | $ | — | $ | — | $ | 1 | $ | 1 | |||||||
Cost of services revenue | 18 | 13 | 50 | 37 | |||||||||||
Research and development | 110 | 98 | 306 | 272 | |||||||||||
Sales and marketing | 67 | 53 | 183 | 147 | |||||||||||
General and administrative | 35 | 28 | 92 | 74 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
VMware, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income | $ | 621 | $ | 334 | $ | 6,051 | $ | 1,920 | |||||||
Other comprehensive income (loss): | |||||||||||||||
Changes in market value of available-for-sale securities: | |||||||||||||||
Unrealized gains (losses), net of tax provision (benefit) of $—, ($1), $— and ($4) | — | (2 | ) | — | (11 | ) | |||||||||
Changes in market value of effective foreign currency forward contracts: | |||||||||||||||
Unrealized gains (losses), net of tax provision (benefit) of $— for all periods | (1 | ) | (4 | ) | 3 | (9 | ) | ||||||||
Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $— for all periods | (3 | ) | 5 | (2 | ) | (1 | ) | ||||||||
Net change in market value of effective foreign currency forward contracts | (4 | ) | 1 | 1 | (10 | ) | |||||||||
Total other comprehensive income (loss) | (4 | ) | (1 | ) | 1 | (21 | ) | ||||||||
Total comprehensive income, net of taxes | $ | 617 | $ | 333 | $ | 6,052 | $ | 1,899 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
VMware, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in millions, except per share amounts, and shares in thousands)
(unaudited)
November 1, | February 1, | ||||||
2019 | 2019 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 2,025 | $ | 2,830 | |||
Short-term investments | — | 19 | |||||
Accounts receivable, net of allowance for doubtful accounts of $4 and $2 | 1,488 | 1,576 | |||||
Due from related parties, net | 753 | 937 | |||||
Other current assets | 375 | 289 | |||||
Total current assets | 4,641 | 5,651 | |||||
Property and equipment, net | 1,238 | 1,133 | |||||
Other assets | 2,663 | 1,853 | |||||
Deferred tax assets | 5,260 | 103 | |||||
Intangible assets, net | 910 | 541 | |||||
Goodwill | 7,290 | 5,381 | |||||
Total assets | $ | 22,002 | $ | 14,662 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 156 | $ | 135 | |||
Accrued expenses and other | 1,563 | 1,593 | |||||
Current portion of long-term debt and other borrowings | 1,847 | — | |||||
Unearned revenue | 4,382 | 3,968 | |||||
Total current liabilities | 7,948 | 5,696 | |||||
Note payable to Dell | 270 | 270 | |||||
Long-term debt | 2,730 | 3,972 | |||||
Unearned revenue | 3,503 | 3,010 | |||||
Income tax payable | 803 | 889 | |||||
Operating lease liabilities | 644 | — | |||||
Other liabilities | 290 | 274 | |||||
Total liabilities | 16,188 | 14,111 | |||||
Contingencies (refer to Note D) | |||||||
Stockholders’ equity: | |||||||
Class A common stock, par value $0.01; authorized 2,500,000 shares; issued and outstanding 109,725 and 110,715 shares | 1 | 1 | |||||
Class B convertible common stock, par value $0.01; authorized 1,000,000 shares; issued and outstanding 300,000 shares | 3 | 3 | |||||
Additional paid-in capital | 46 | 531 | |||||
Accumulated other comprehensive income | 3 | 2 | |||||
Retained earnings | 5,761 | 14 | |||||
Total stockholders’ equity | 5,814 | 551 | |||||
Total liabilities and stockholders’ equity | $ | 22,002 | $ | 14,662 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
VMware, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
Nine Months Ended | |||||||
November 1, | November 2, | ||||||
2019 | 2018 | ||||||
Operating activities: | |||||||
Net income | $ | 6,051 | $ | 1,920 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 542 | 465 | |||||
Stock-based compensation | 632 | 531 | |||||
Deferred income taxes, net | (5,140 | ) | 163 | ||||
Unrealized (gain) loss on equity securities, net | 127 | (837 | ) | ||||
(Gain) loss on disposition of assets, revaluation and impairment, net | (3 | ) | 1 | ||||
Other | 3 | 10 | |||||
Changes in assets and liabilities, net of acquisitions: | |||||||
Accounts receivable | 148 | 297 | |||||
Other current assets and other assets | (476 | ) | (264 | ) | |||
Due to/from related parties, net | 179 | (10 | ) | ||||
Accounts payable | 17 | 125 | |||||
Accrued expenses and other liabilities | (58 | ) | (117 | ) | |||
Income taxes payable | 15 | 10 | |||||
Unearned revenue | 745 | 357 | |||||
Net cash provided by operating activities | 2,782 | 2,651 | |||||
Investing activities: | |||||||
Additions to property and equipment | (208 | ) | (178 | ) | |||
Purchases of available-for-sale securities | — | (781 | ) | ||||
Sales of available-for-sale securities | — | 186 | |||||
Maturities of available-for-sale securities | — | 1,905 | |||||
Purchases of strategic investments | (18 | ) | (3 | ) | |||
Proceeds from disposition of assets | 20 | 35 | |||||
Business combinations, net of cash acquired, and purchases of intangible assets | (2,437 | ) | (519 | ) | |||
Net cash paid on disposition of a business | (3 | ) | (11 | ) | |||
Net cash provided by (used in) investing activities | (2,646 | ) | 634 | ||||
Financing activities: | |||||||
Proceeds from issuance of common stock | 200 | 181 | |||||
Borrowings under term loan, net of issuance costs | 1,993 | — | |||||
Repayment of term loan | (1,400 | ) | — | ||||
Repurchase of common stock | (1,279 | ) | — | ||||
Shares repurchased for tax withholdings on vesting of restricted stock | (393 | ) | (228 | ) | |||
Payment for common control transaction with Dell | — | (8 | ) | ||||
Principal payments on finance lease obligations | (1 | ) | — | ||||
Net cash used in financing activities | (880 | ) | (55 | ) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (744 | ) | 3,230 | ||||
Cash, cash equivalents and restricted cash at beginning of the period | 2,894 | 6,003 | |||||
Cash, cash equivalents and restricted cash at end of the period | $ | 2,150 | $ | 9,233 | |||
Supplemental disclosures of cash flow information: | |||||||
Cash paid for interest | $ | 131 | $ | 126 | |||
Cash paid for taxes, net | 283 | 206 | |||||
Non-cash items: | |||||||
Changes in capital additions, accrued but not paid | $ | 5 | $ | 16 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
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VMware, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
(unaudited)
Class A Common Stock | Class B Convertible Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Equity | ||||||||||||||||||||||||
Three Months Ended November 1, 2019 | Shares | Par Value | Shares | Par Value | |||||||||||||||||||||||||
Balance, August 2, 2019 | 109 | $ | 1 | 300 | $ | 3 | $ | — | $ | 5,188 | $ | 7 | $ | 5,199 | |||||||||||||||
Proceeds from issuance of common stock | 1 | — | — | — | 94 | — | — | 94 | |||||||||||||||||||||
Issuance of stock-based awards in acquisition | — | — | — | — | 10 | — | — | 10 | |||||||||||||||||||||
Repurchase and retirement of common stock | (2 | ) | — | — | — | (194 | ) | (48 | ) | — | (242 | ) | |||||||||||||||||
Issuance of restricted stock | 2 | — | — | — | — | — | — | — | |||||||||||||||||||||
Shares withheld for tax withholdings on vesting of restricted stock | — | — | — | — | (94 | ) | — | — | (94 | ) | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 230 | — | — | 230 | |||||||||||||||||||||
Total other comprehensive income (loss) | — | — | — | — | — | — | (4 | ) | (4 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 621 | — | 621 | |||||||||||||||||||||
Balance, November 1, 2019 | 110 | $ | 1 | 300 | $ | 3 | $ | 46 | $ | 5,761 | $ | 3 | $ | 5,814 |
Class A Common Stock | Class B Convertible Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Equity | ||||||||||||||||||||||||
Nine Months Ended November 1, 2019 | Shares | Par Value | Shares | Par Value | |||||||||||||||||||||||||
Balance, February 1, 2019 | 111 | $ | 1 | 300 | $ | 3 | $ | 531 | $ | 14 | $ | 2 | $ | 551 | |||||||||||||||
Cumulative effect of adoption of new accounting pronouncements | — | — | — | — | — | 3 | — | 3 | |||||||||||||||||||||
Proceeds from issuance of common stock | 1 | — | — | — | 200 | — | — | 200 | |||||||||||||||||||||
Issuance of stock-based awards in acquisition | — | — | — | — | 12 | — | — | 12 | |||||||||||||||||||||
Repurchase and retirement of common stock | (7 | ) | — | — | — | (972 | ) | (307 | ) | — | (1,279 | ) | |||||||||||||||||
Issuance of restricted stock | 7 | — | — | — | — | — | — | — | |||||||||||||||||||||
Shares withheld for tax withholdings on vesting of restricted stock | (2 | ) | — | — | — | (442 | ) | — | — | (442 | ) | ||||||||||||||||||
Stock-based compensation | — | — | — | — | 632 | — | — | 632 | |||||||||||||||||||||
Credit from tax sharing arrangement | — | — | — | — | 85 | — | — | 85 | |||||||||||||||||||||
Total other comprehensive income (loss) | — | — | — | — | — | — | 1 | 1 | |||||||||||||||||||||
Net income | — | — | — | — | — | 6,051 | — | 6,051 | |||||||||||||||||||||
Balance, November 1, 2019 | 110 | $ | 1 | 300 | $ | 3 | $ | 46 | $ | 5,761 | $ | 3 | $ | 5,814 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
VMware, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
(unaudited)
Class A Common Stock | Class B Convertible Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Equity | ||||||||||||||||||||||||
Three Months Ended November 2, 2018 | Shares | Par Value | Shares | Par Value | |||||||||||||||||||||||||
Balance, August 3, 2018 | 108 | $ | 1 | 300 | $ | 3 | $ | 1,076 | $ | 9,362 | $ | (50 | ) | $ | 10,392 | ||||||||||||||
Proceeds from issuance of common stock | 1 | — | — | — | 82 | — | — | 82 | |||||||||||||||||||||
Issuance of stock-based awards in acquisition | — | — | — | — | 2 | — | — | 2 | |||||||||||||||||||||
Issuance of restricted stock | 2 | — | — | — | — | — | — | — | |||||||||||||||||||||
Shares withheld for tax withholdings on vesting of restricted stock | (1 | ) | — | — | — | (84 | ) | — | — | (84 | ) | ||||||||||||||||||
Stock-based compensation | — | — | — | — | 192 | — | — | 192 | |||||||||||||||||||||
Total other comprehensive income (loss) | — | — | — | — | — | — | (1 | ) | (1 | ) | |||||||||||||||||||
Common control transaction with Dell | — | — | — | — | — | (6 | ) | — | (6 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 334 | — | 334 | |||||||||||||||||||||
Balance, November 2, 2018 | 110 | $ | 1 | 300 | $ | 3 | $ | 1,268 | $ | 9,690 | $ | (51 | ) | $ | 10,911 |
Class A Common Stock | Class B Convertible Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Equity | ||||||||||||||||||||||||
Nine Months Ended November 2, 2018 | Shares | Par Value | Shares | Par Value | |||||||||||||||||||||||||
Balance, February 2, 2018 | 104 | $ | 1 | 300 | $ | 3 | $ | 844 | $ | 7,791 | $ | (15 | ) | $ | 8,624 | ||||||||||||||
Cumulative effect of adoption of new accounting pronouncements | — | — | — | — | — | (15 | ) | (15 | ) | (30 | ) | ||||||||||||||||||
Proceeds from issuance of common stock | 2 | — | — | — | 181 | — | — | 181 | |||||||||||||||||||||
Issuance of stock-based awards in acquisition | — | — | — | — | 2 | — | — | 2 | |||||||||||||||||||||
Issuance of restricted stock | 6 | — | — | — | — | — | — | — | |||||||||||||||||||||
Shares withheld for tax withholdings on vesting of restricted stock | (2 | ) | — | — | — | (287 | ) | — | — | (287 | ) | ||||||||||||||||||
Stock-based compensation | — | — | — | — | 531 | — | — | 531 | |||||||||||||||||||||
Amount due from tax sharing arrangement | — | — | — | — | (3 | ) | — | — | (3 | ) | |||||||||||||||||||
Total other comprehensive income (loss) | — | — | — | — | — | — | (21 | ) | (21 | ) | |||||||||||||||||||
Common control transaction with Dell | — | — | — | — | — | (6 | ) | — | (6 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 1,920 | — | 1,920 | |||||||||||||||||||||
Balance, November 2, 2018 | 110 | $ | 1 | 300 | $ | 3 | $ | 1,268 | $ | 9,690 | $ | (51 | ) | $ | 10,911 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
A. Overview and Basis of Presentation
Company and Background
VMware, Inc. (“VMware” or the “Company”) originally pioneered the development and application of virtualization technologies with x86 server-based computing, separating application software from the underlying hardware. Information technology (“IT”) driven innovation continues to disrupt markets and industries. Technologies emerge faster than organizations can absorb, creating increasingly complex environments. IT is working at an accelerated pace to harness new technologies, platforms and cloud models, ultimately guiding their business through a digital transformation. To take on these challenges, VMware is working with customers in the areas of hybrid cloud, multi-cloud, modern applications, networking and security, and digital workspaces. VMware’s software provides a flexible digital foundation to help enable customers in their digital transformations.
Accounting Principles
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments and accruals, for a fair statement of VMware’s condensed consolidated results of operations, financial position and cash flows for the periods presented. Results of operations are not necessarily indicative of the results that may be expected for the full fiscal 2020. Certain information and footnote disclosures typically included in annual consolidated financial statements have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in VMware’s Form 10-K filed on March 29, 2019.
Effective September 7, 2016, Dell Technologies Inc. (“Dell”) (formerly Denali Holding Inc.) acquired EMC Corporation (“EMC”), VMware’s parent company, including EMC’s majority control of VMware (the “Dell Acquisition”). As of November 1, 2019, Dell controlled 80.7% of VMware’s outstanding common stock and 97.5% of the combined voting power of VMware’s outstanding common stock, including 31 million shares of VMware’s Class A common stock and all of VMware’s Class B common stock.
As VMware is a majority-owned and controlled subsidiary of Dell, its results of operations and financial position are consolidated with Dell’s financial statements. Transactions prior to the effective date of the Dell Acquisition represent transactions only with EMC and its consolidated subsidiaries.
Management believes the assumptions underlying the condensed consolidated financial statements are reasonable. However, the amounts recorded for VMware’s related party transactions with Dell and its consolidated subsidiaries may not be considered arm’s length with an unrelated third party. Therefore, the condensed consolidated financial statements included herein may not necessarily reflect the results of operations, financial position and cash flows had VMware engaged in such transactions with an unrelated third party during all periods presented. Accordingly, VMware’s historical financial information is not necessarily indicative of what the Company’s results of operations, financial position and cash flows will be in the future, if and when VMware contracts at arm’s length with unrelated third parties for products and services the Company receives from and provides to Dell.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of VMware and subsidiaries in which VMware has a controlling financial interest. All intercompany transactions and account balances between VMware and its subsidiaries have been eliminated in consolidation. Transactions with Dell and its consolidated subsidiaries are generally settled in cash and are classified on the condensed consolidated statements of cash flows based upon the nature of the underlying transaction.
Intra-Group Transfer of Intellectual Property
During the second quarter of fiscal 2020, the Company completed an intra-group transfer of certain of its intellectual property rights (the “IP”) to its Irish subsidiary, where its international business is headquartered (the “IP Transfer”). The
9
VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
transaction will change the Company’s mix of international income from a lower non-U.S. tax jurisdiction to Ireland, which is subject to a statutory tax rate of 12.5%. However, the Company does not expect its effective income tax rate to increase significantly in fiscal 2020, as it expects the income earned in Ireland will largely be offset by certain tax deductions.
A discrete tax benefit of $4.9 billion was recognized as a deferred tax asset during the second quarter of fiscal 2020. This deferred tax asset was recognized as a result of the book and tax basis difference on the IP transferred to Ireland. The tax amortization related to the IP transferred will be recognized in future periods and any amortization that is unused in a particular year can be carried forward indefinitely under Irish tax laws. The deferred tax asset and the tax benefit were measured based on the Irish tax rate expected to apply in the years the asset will be recovered. The Company expects to realize the deferred tax asset resulting from the IP Transfer and will assess the realizability of the deferred tax asset periodically. The impact of the transaction to net cash provided by or used in operating, investing and financing activities on the condensed consolidated statements of cash flows during the nine months ended November 1, 2019 was not material.
Use of Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expenses during the reporting periods, and the disclosure of contingent liabilities at the date of the financial statements. Estimates are used for, but not limited to, trade receivable valuation, marketing development funds, expected period of benefit for deferred commissions, useful lives assigned to fixed assets and intangible assets, valuation of goodwill and definite-lived intangibles, income taxes, stock-based compensation and contingencies. Actual results could differ from those estimates.
Significant Accounting Policies
During February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (“Topic 842”). The updated standard requires the recognition of a liability for lease obligations and corresponding right-of-use (“ROU”) assets on the balance sheet, and disclosures of certain information regarding leasing arrangements. VMware adopted this standard effective February 2, 2019 and applied it retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment to retained earnings. The Company elected to apply practical expedients upon transition to this standard, which allowed the Company to use the beginning of the period of adoption as the date of initial application, and to not reassess lease classification, treatment of initial direct costs, or whether an existing or expired contract contains a lease. Prior period amounts were not recast under this standard.
Upon adoption, VMware recognized ROU assets of $666 million, a liability for lease obligations of $629 million, and an immaterial cumulative-effect adjustment to retained earnings, net of taxes, as of February 2, 2019. The updated standard did not have a material impact on the condensed consolidated statements of income or net cash provided by or used in operating, investing and financing activities on the condensed consolidated statements of cash flows.
Significant accounting policies applicable to leases reflect the adoption of Topic 842. There were no other changes to VMware’s significant accounting policies described in the Form 10-K filed on March 29, 2019 that had a material impact on the Company’s condensed consolidated financial statements and related notes.
Leases
VMware determines if an arrangement contains a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all economic benefits from and has the ability to direct the use of the asset. ROU assets resulting from operating leases are included in other assets, and operating lease liabilities are included in accrued expenses and other and operating lease liabilities on the condensed consolidated balance sheets. ROU assets resulting from finance leases are included in property and equipment, net, and finance lease liabilities are included in accrued expenses and other and other liabilities on the condensed consolidated balance sheets. The current portion of finance lease liabilities included in accrued expenses and other was not material as of November 1, 2019.
Lease assets and liabilities are measured at the present value of the future minimum lease payments over the lease term at commencement date using the incremental borrowing rate. The incremental borrowing rate is generally determined using factors such as the Treasury yields, the Company’s credit rating and interest rates of similar debt instruments with comparable credit ratings, among others.
The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that VMware will exercise that option. Lease expense resulting from the minimum lease payments is amortized on a straight-line basis over the remaining lease term. VMware elected the practical expedient to exclude leasing arrangements with a duration of less than twelve months.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain lease agreements may contain lease and non-lease components, such as common-area maintenance costs. The Company elected to account for these components as a single lease component in determining the lease liability. Variable lease payments, which are primarily comprised of common-area maintenance, utilities and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, are recognized in operating expenses in the period in which the obligation for those payments are incurred.
The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease income was not material for all periods presented.
B. Revenue, Unearned Revenue and Remaining Performance Obligations
Revenue
Contract Assets
A contract asset is recognized when a conditional right to consideration exists and transfer of control has occurred. Contract assets include fixed fee professional services where transfer of services has occurred in advance of the Company’s right to invoice. Contract assets are classified as accounts receivables upon invoicing. Contract assets are included in other current assets on the condensed consolidated balance sheets. Contract assets were $31 million and $24 million as of November 1, 2019 and February 1, 2019, respectively. Contract asset balances will fluctuate based upon the timing of the transfer of services, billings and customers’ acceptance of contractual milestones.
Contract Liabilities
Contract liabilities consist of unearned revenue, which is generally recorded when VMware has the right to invoice or payments have been received for undelivered products or services.
Customer Deposits
Customer deposits include prepayments from customers related to amounts received for contracts that include certain cancellation rights. Purchased credits eligible for redemption of VMware’s hosted services (“cloud credits”) are included in customer deposits until the cloud credit is consumed or is contractually committed to a specific hosted service. Cloud credits are redeemable by the customer for the gross value of the hosted offering. Upon contractual commitment for a hosted service, the net value of the cloud credits that are expected to be recognized as revenue when the obligation is fulfilled will be classified as unearned revenue.
As of November 1, 2019, customer deposits related to customer prepayments and cloud credits of $248 million were included in accrued expenses and other, and $102 million were included in other liabilities on the condensed consolidated balance sheets. As of February 1, 2019, customer deposits related to customer prepayments and cloud credits of $238 million were included in accrued expenses and other, and $60 million were included in other liabilities on the condensed consolidated balance sheets.
Deferred Commissions
Deferred commissions are classified as current or non-current based on the duration of the expected period of benefit. Deferred commissions, including the employer portion of payroll taxes, included in other current assets as of November 1, 2019 and February 1, 2019 were not significant. Deferred commissions included in other assets were $799 million and $756 million as of November 1, 2019 and February 1, 2019, respectively.
Amortization expense for deferred commissions was included in sales and marketing on the condensed consolidated statements of income and was $79 million and $230 million during the three and nine months ended November 1, 2019, respectively, and $64 million and $193 million during the three and nine months ended November 2, 2018, respectively.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Unearned Revenue
Unearned revenue as of the periods presented consisted of the following (table in millions):
November 1, | February 1, | ||||||
2019 | 2019 | ||||||
Unearned license revenue | $ | 458 | $ | 255 | |||
Unearned software maintenance revenue | 6,545 | 5,972 | |||||
Unearned professional services revenue | 882 | 751 | |||||
Total unearned revenue | $ | 7,885 | $ | 6,978 |
Unearned license revenue is primarily related to the allocated portion of VMware’s software-as-a-service (“SaaS”) offerings and is generally recognized over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service.
Unearned software maintenance revenue is attributable to VMware’s maintenance contracts and is generally recognized over time on a ratable basis over the contract duration. The weighted-average remaining contractual term as of November 1, 2019 was approximately two years. In addition, unearned software maintenance revenue also includes the allocated portion of VMware’s SaaS offerings. Unearned professional services revenue results primarily from prepaid professional services and is generally recognized as the services are performed.
The following tables summarize unearned revenue activity during the periods presented (table in millions):
Three Months Ended | |||||||||||
May 3, | August 2, | November 1, | |||||||||
2019 | 2019 | 2019 | |||||||||
Balance, beginning of the period | $ | 6,978 | $ | 7,119 | $ | 7,533 | |||||
Current period billings | 1,506 | 1,827 | 1,667 | ||||||||
Revenue recognized from amounts previously classified as unearned revenue(1) | (1,365 | ) | (1,420 | ) | (1,469 | ) | |||||
Other(2) | — | 7 | 154 | ||||||||
Balance, end of the period | $ | 7,119 | $ | 7,533 | $ | 7,885 |
(1) Revenue recognized from performance obligations that were fully satisfied upon delivery, such as on-premises license, for contracts that were executed during the periods presented was not included.
(2) Amount for the three months ended November 1, 2019 primarily represents unearned revenue assumed in the acquisition of Carbon Black, Inc. (“Carbon Black”). Refer to Note E for disclosure regarding VMware’s acquisition of Carbon Black.
Three Months Ended | |||||||||||
May 4, | August 3, | November 2, | |||||||||
2018 | 2018 | 2018 | |||||||||
Balance, beginning of the period | $ | 5,839 | $ | 5,756 | $ | 6,030 | |||||
Current period billings | 1,210 | 1,507 | 1,464 | ||||||||
Revenue recognized from amounts previously classified as unearned revenue(1) | (1,215 | ) | (1,233 | ) | (1,299 | ) | |||||
Other | (78 | ) | — | 6 | |||||||
Balance, end of the period | $ | 5,756 | $ | 6,030 | $ | 6,201 |
(1) Revenue recognized from performance obligations that were fully satisfied upon delivery, such as on-premises license, for contracts that were executed during the periods presented was not included.
Remaining Performance Obligations
Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Remaining performance
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
obligations include unearned revenue, multi-year contracts with future installment payments and certain unfulfilled orders against accepted customer contracts at the end of any given period.
As of November 1, 2019, the aggregate transaction price allocated to remaining performance obligations was $8.5 billion, of which approximately 55% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. As of February 1, 2019, the aggregate transaction price allocated to remaining performance obligations was $7.7 billion, of which approximately 56% was expected to be recognized as revenue during fiscal 2020, and the remainder thereafter.
C. Related Parties
The information provided below includes a summary of the transactions entered into with Dell and Dell’s consolidated subsidiaries, including EMC (collectively, “Dell”).
Transactions with Dell
VMware and Dell engaged in the following ongoing related party transactions, which resulted in revenue and receipts, and unearned revenue for VMware:
• | Pursuant to original equipment manufacturer and reseller arrangements, Dell integrates or bundles VMware’s products and services with Dell’s products and sells them to end users. Dell also acts as a distributor, purchasing VMware’s standalone products and services for resale to end-user customers through VMware-authorized resellers. Revenue under these arrangements is presented net of related marketing development funds and rebates paid to Dell. In addition, VMware provides professional services to end users based upon contractual agreements with Dell. |
• | Dell purchases products and services from VMware for its internal use. |
• | Pursuant to an ongoing distribution agreement, VMware acts as the selling agent for certain products and services of Pivotal Software, Inc. (“Pivotal”), a subsidiary of Dell, in exchange for an agency fee. Under this agreement, cash is collected from the end user by VMware and remitted to Pivotal, net of the contractual agency fee. |
• | From time to time, VMware and Dell enter into agreements to collaborate on technology projects, and Dell pays VMware for services or reimburses VMware for costs incurred by VMware, in connection with such projects. |
Dell purchases VMware products and services directly from VMware, as well as through VMware’s channel partners. Information about VMware’s revenue and receipts, and unearned revenue from such arrangements, for the periods presented consisted of the following (table in millions):
Revenue and Receipts | Unearned Revenue | ||||||||||||||||||||||
Three Months Ended | Nine Months Ended | As of | |||||||||||||||||||||
November 1, | November 2, | November 1, | November 2, | November 1, | February 1, | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | 2019 | 2019 | ||||||||||||||||||
Reseller revenue | $ | 730 | $ | 544 | $ | 2,076 | $ | 1,435 | $ | 3,031 | $ | 2,375 | |||||||||||
Internal-use revenue | 32 | 5 | 43 | 17 | 49 | 13 | |||||||||||||||||
Agency fee revenue | — | — | 1 | 4 | — | — | |||||||||||||||||
Collaborative technology project receipts | 2 | 1 | 7 | 3 | n/a | n/a |
Customer deposits resulting from transactions with Dell were $151 million and $85 million as of November 1, 2019 and February 1, 2019, respectively.
VMware and Dell engaged in the following ongoing related party transactions, which resulted in costs to VMware:
• | VMware purchases and leases products and purchases services from Dell. |
• | From time to time, VMware and Dell enter into agreements to collaborate on technology projects, and VMware pays Dell for services provided to VMware by Dell related to such projects. |
• | In certain geographic regions where VMware does not have an established legal entity, VMware contracts with Dell subsidiaries for support services and support from Dell personnel who are managed by VMware. The costs incurred by Dell on VMware’s behalf related to these employees are charged to VMware with a mark-up intended to approximate costs that would have been incurred had VMware contracted for such services with an unrelated third party. These |
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
costs are included as expenses on VMware’s condensed consolidated statements of income and primarily include salaries, benefits, travel and occupancy expenses. Dell also incurs certain administrative costs on VMware’s behalf in the United States (“U.S.”) that are recorded as expenses on VMware’s condensed consolidated statements of income.
• | In certain geographic regions, Dell files a consolidated indirect tax return, which includes value added taxes and other indirect taxes collected by VMware from its customers. VMware remits the indirect taxes to Dell and Dell remits the tax payment to the foreign governments on VMware’s behalf. |
• | From time to time, VMware invoices end users on behalf of Dell for certain services rendered by Dell. Cash related to these services is collected from the end user by VMware and remitted to Dell. |
Information about VMware’s payments for such arrangements during the periods presented consisted of the following (table in millions):
Three Months Ended | Nine Months Ended | ||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Purchases and leases of products and purchases of services(1) | $ | 60 | $ | 38 | $ | 196 | $ | 129 | |||||||
Dell subsidiary support and administrative costs | 14 | 25 | 60 | 79 |
(1) Amount includes indirect taxes that were remitted to Dell during the periods presented.
VMware also purchases Dell products through Dell’s channel partners. Purchases of Dell products through Dell’s channel partners were not significant during the periods presented.
From time to time, VMware and Dell also enter into joint marketing, sales, branding and product development arrangements, for which both parties may incur costs.
During the fourth quarter of fiscal 2020, VMware entered into an arrangement with Dell to transfer approximately 250 employees from the Dell Technologies Consulting group to VMware. These employees are experienced in providing professional services delivering VMware technology and this transfer centralizes these resources within VMware in order to serve its customers more efficiently and effectively. The transfer is expected to be substantially completed during the fourth quarter of fiscal 2020 and VMware also expects that Dell will resell VMware consulting solutions to its customers.
Dell Financial Services (“DFS”)
DFS provided financing to certain of VMware’s end users at the end users’ discretion. Upon acceptance of the financing arrangement by both VMware’s end users and DFS, amounts classified as trade accounts receivable are reclassified to due from related parties, net on the condensed consolidated balance sheets. Revenue recognized on transactions financed through DFS was recorded net of financing fees of $34 million and $29 million during the nine months ended November 1, 2019 and November 2, 2018, respectively. Financing fees during the three months ended November 1, 2019 and November 2, 2018 were not significant.
Tax Sharing Agreement with Dell
The following table summarizes the payments made to Dell pursuant to a tax sharing agreement during the periods presented (table in millions):
Three Months Ended | Nine Months Ended | ||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Payments from VMware to Dell, net | $ | 43 | $ | 100 | $ | 132 | $ | 103 |
Payments from VMware to Dell under the tax sharing agreement relate to VMware’s portion of federal income taxes on Dell’s consolidated tax return as well as state tax payments for combined states. The timing of the tax payments due to and from related parties is governed by the tax sharing agreement. VMware’s portion of the mandatory one-time transition tax on accumulated earnings of foreign subsidiaries (the “Transition Tax”) is governed by a letter agreement between Dell, EMC and VMware executed during the first quarter of fiscal 2020 (the “Letter Agreement”). The amounts that VMware pays to Dell for its portion of federal income taxes on Dell’s consolidated tax return differ from the amounts VMware would owe on a separate tax return basis and the difference is recognized as a component of additional paid-in capital, generally in the period in which
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
the consolidated tax return is filed. The difference between the amount of tax calculated on a separate tax return basis and the amount of tax calculated pursuant to the tax sharing agreement recorded in additional paid-in capital during the nine months ended November 1, 2019 was $85 million, primarily due to a reduction in Transition Tax liability based on the terms of the Letter Agreement and certain tax attribute determination made by Dell. The amount recognized in additional paid-in capital during the three months ended November 1, 2019 and the three and nine months ended November 2, 2018 was not significant.
During the third quarter of fiscal 2020, VMware and Dell entered into a support agreement in connection with VMware’s entry into a definitive agreement to acquire Pivotal, which provides that, prior to the close of the proposed acquisition of Pivotal, VMware and Dell will execute an amended tax sharing agreement that will, subject to certain exceptions, generally limit VMware’s maximum annual tax liability to Dell to the amount VMware would owe on a separate tax return basis.
Due To/From Related Parties, Net
Amounts due to and from related parties, net as of the periods presented consisted of the following (table in millions):
November 1, | February 1, | ||||||
2019 | 2019 | ||||||
Due from related parties, current | $ | 906 | $ | 1,079 | |||
Due to related parties, current(1) | 153 | 142 | |||||
Due from related parties, net, current(2) | $ | 753 | $ | 937 | |||
Income tax due to related parties, current | $ | 60 | $ | — | |||
Income tax due to related parties, non-current | 492 | 646 |
(1) Includes an immaterial amount related to the Company’s current operating lease liabilities due to related parties as of November 1, 2019.
(2) The Company also recognized an immaterial amount related to non-current operating lease liabilities due to related parties. This amount has been included in operating lease liabilities on the condensed consolidated balance sheets as of November 1, 2019.
Amounts included in due from related parties, net, excluding DFS and tax obligations, includes the current portion of amounts due to and due from related parties. Amounts included in due from related parties, net are generally settled in cash within 60 days of each quarter-end.
Notes Payable to Dell
On January 21, 2014, VMware entered into a note exchange agreement with its parent company providing for the issuance of three promissory notes in the aggregate principal amount of $1.5 billion, which consisted of outstanding principal due on the following dates: $680 million due May 1, 2018, $550 million due May 1, 2020 and $270 million due December 1, 2022.
On August 21, 2017, VMware repaid two of the notes payable to Dell in the aggregate principal amount of $1.2 billion, representing repayment of the note due May 1, 2018 at par value and repayment of the note due May 1, 2020 at a discount. The remaining note payable of $270 million due December 1, 2022 may be prepaid without penalty or premium.
Interest is payable quarterly in arrears at the annual rate of 1.75%. During the three and nine months ended November 1, 2019 and November 2, 2018, interest expense on the notes payable to Dell was not significant.
Pivotal
Prior to Pivotal’s initial public offering on April 20, 2018, VMware’s previously held preferred shares were converted to shares of non-trading Class B common stock, resulting in VMware having a financial interest of 17% and a voting interest of 24% in Pivotal as of February 1, 2019. As of November 1, 2019, VMware had a financial interest of 16% and a voting interest of 24% in Pivotal. Refer to Note I for disclosure regarding VMware’s current investment in Pivotal and Note N for disclosure of VMware’s proposed acquisition of Pivotal.
D. Contingencies
Litigation
On April 25, 2019, Cirba Inc. (“Cirba”) filed a lawsuit against VMware in the United States District Court for the District of Delaware, alleging two patent infringement claims and three trademark infringement-related claims. On May 6, 2019, Cirba filed a motion seeking a preliminary injunction tied to one of the two patents it alleges VMware infringes. Following a hearing on August 6, 2019, the Court denied Cirba’s preliminary injunction motion. On August 20, 2019,
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
VMware filed counterclaims against Cirba, asserting among other claims that Cirba is infringing four VMware patents. The parties are in the fact discovery and claim construction stage of the case. Trial on Cirba’s claims is currently scheduled for mid-January 2020. No trial date has yet been set on VMware’s claims. On October 22, 2019, VMware filed a separate patent infringement lawsuit against Cirba in the United States District Court for the Eastern District of Virginia, alleging that Cirba also infringes each of these patents. The Company is unable at this time to assess whether or to what extent it may be found liable and, if found liable, what the damages may be, and believes a loss is not probable and reasonably estimable. The Company intends to vigorously defend against this matter.
On August 10, 2015, the Company received a subpoena from the California Attorney General’s office (“California AG”), following the Company’s settlement with the Department of Justice and the General Services Administration during June 2015. In this matter, the California AG is investigating the accuracy of the Company’s sales practices with departments and agencies within the State of California. The Company held meetings with the California AG’s representatives on November 5, 2015 and on October 30, 2019 and discussions are ongoing. The Company is unable at this time to assess whether or to what extent it may be found liable and, if found liable, what the damages may be, and believes a loss is not probable and reasonably estimable. The Company intends to vigorously defend against this matter.
On September 11, 2019, Bernard Winkler, a purported stockholder of Carbon Black, filed a class action lawsuit against Carbon Black, the Carbon Black Board and VMware in the United States District Court for the District of Delaware. The complaint alleges, among other things, that the defendants violated Section 14(e) of the Exchange Act by causing a materially incomplete and misleading Schedule 14D-9 Recommendation Statement that was filed with the SEC on September 6, 2019, and against the Carbon Black Board under Section 20(a) of the Exchange Act as control persons. As relief, the complaint seeks, among other things, rescission of the proposed transaction or rescissory damages, an accounting by defendants for all damages caused to the plaintiff and the class, and the award of attorneys’ fees and expenses. Approximately seven similar lawsuits were filed in various district courts around the country. To date, no plaintiff has filed a motion seeking an injunction or taken any other substantive action. The Company is unable at this time to assess whether or to what extent it may be found liable and, if found liable, what the damages may be, and believes a loss is not probable and reasonably estimable. The Company intends to vigorously defend against this matter.
While VMware believes that it has valid defenses against each of the above legal matters, given the unpredictable nature of legal proceedings, an unfavorable resolution of one or more legal proceedings, claims, or investigations could have a material adverse effect on VMware’s condensed consolidated financial statements.
VMware accrues for a liability when a determination has been made that a loss is both probable and the amount of the loss can be reasonably estimated. If only a range can be estimated and no amount within the range is a better estimate than any other amount, an accrual is recorded for the minimum amount in the range. Significant judgment is required in both the determination that the occurrence of a loss is probable and is reasonably estimable. In making such judgments, VMware considers the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal costs are generally recognized as expense when incurred.
VMware is also subject to other legal, administrative and regulatory proceedings, claims, demands and investigations in the ordinary course of business or in connection with business mergers and acquisitions, including claims with respect to commercial, contracting and sales practices, product liability, intellectual property, employment, corporate and securities law, class action, whistleblower and other matters. From time to time, VMware also receives inquiries from and has discussions with government entities and stockholders on various matters. As of November 1, 2019, amounts accrued relating to these other matters arising as part of the ordinary course of business were considered not material. VMware does not believe that any liability from any reasonably foreseeable disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on its condensed consolidated financial statements.
E. Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill
Business Combinations
Acquisition of Carbon Black
On October 8, 2019, VMware completed the acquisition of Carbon Black, a developer of cloud-native endpoint protection, in a cash tender offer for all of the outstanding shares of Carbon Black’s common stock, at a price of $26.00 per share. VMware acquired Carbon Black to create a comprehensive intrinsic security portfolio to protect workloads, clients and infrastructure from cloud to edge. Management believes the acquisition will result in synergies with the Carbon Black platform and its VMware NSX and VMware Workspace ONE offerings, among others, and enable VMware to offer a highly-differentiated intrinsic security platform addressing multiple concerns of the security industry. The total preliminary purchase price was $2.0 billion, net of cash acquired of $111 million.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Merger consideration totaling $18 million is held with a third-party paying agent and is payable to a certain employee of Carbon Black subject to specified future employment conditions, and is being recognized as expense over the requisite service period of approximately two years on a straight-line basis.
VMware assumed all of Carbon Black’s unvested stock options and restricted stock outstanding at the completion of the acquisition with an estimated fair value of $181 million. Of the total consideration, $10 million was allocated to the purchase price and $171 million was allocated to future services and will be expensed over the remaining requisite service periods of approximately three years on a straight-line basis. The estimated fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.2 was applied to convert Carbon Black’s outstanding stock awards into shares of VMware's common stock.
The following table summarizes the preliminary allocation of the consideration to the fair value of the assets acquired and liabilities assumed on the date of acquisition (table in millions):
Cash | $ | 111 | |
Accounts receivable | 58 | ||
Intangible assets | 492 | ||
Goodwill | 1,588 | ||
Other acquired assets | 52 | ||
Total assets acquired | 2,301 | ||
Unearned revenue | 151 | ||
Other assumed liabilities | 45 | ||
Total liabilities assumed | 196 | ||
Fair value of assets acquired and liabilities assumed | $ | 2,105 |
The following table summarizes the components of the intangible assets acquired and their estimated useful lives by VMware in conjunction with the acquisition (amounts in table in millions):
Weighted-Average Useful Lives (in years) | Fair Value Amount | ||||
Purchased technology | 4.2 | $ | 232 | ||
Customer relationships and customer lists | 7.0 | 215 | |||
Trademarks and tradenames | 5.0 | 25 | |||
Other | 2.0 | 20 | |||
Total definite-lived intangible assets | $ | 492 |
The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The estimated fair value assigned to the tangible assets, identifiable intangible assets, and assumed liabilities were based on management's estimates and assumptions. The initial allocation of the purchase price was based on preliminary valuations and assumptions and is subject to change within the measurement period, including current and non-current income taxes payable and deferred taxes as additional information is received and tax returns are finalized. VMware expects to finalize the allocation of the purchase price within the measurement period. Management expects that goodwill and identifiable intangible assets will not be deductible for tax purposes.
The pro forma financial information assuming the acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes.
Other Business Combinations completed during the third quarter of fiscal 2020
During the third quarter of fiscal 2020, VMware completed four other acquisitions, which were not material individually to the condensed consolidated financial statements. VMware expects these acquisitions to enhance its product features and capabilities for its Software-Defined Data Center solutions and SaaS offerings. The aggregate purchase price, net of cash acquired for these four acquisitions was $68 million, which primarily included $21 million of identifiable intangible assets and
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
$48 million of goodwill, of which the majority is not expected to be deductible for tax purposes. The identifiable intangible assets had estimated useful lives of one year to five years and primarily consisted of completed technology.
The pro forma financial information assuming the acquisitions had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisitions, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes, both individually or in the aggregate.
Acquisition of Avi Networks, Inc.
During the second quarter of fiscal 2020, VMware completed the acquisition of Avi Networks, Inc. (“Avi Networks”), a provider of multi-cloud application delivery services. VMware acquired Avi Networks to provide customers with application delivery controller capabilities that include server load balancing for various applications and analytics. Together, VMware and Avi Networks expect to deliver a software defined networking stack built for the multi-cloud environment. The total purchase price was $326 million, net of cash acquired of $9 million. The purchase price primarily included $94 million of identifiable intangible assets and $228 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets primarily consisted of completed technology of $79 million and customer relationships of $15 million, with estimated useful lives of one year to eight years.
Merger consideration totaling $27 million is held in escrow and is payable to certain employees of Avi Networks subject to specified future employment conditions, and is being recognized as expense over the requisite service period of approximately three years on a straight-line basis.
The fair value of assumed unvested equity awards attributed to post-combination services was $32 million and is being expensed over the remaining requisite service periods of approximately three years on a straight-line basis. The estimated fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model.
The initial allocation of the purchase price was based on preliminary valuations and assumptions and is subject to change within the measurement period. VMware expects to finalize the allocation of the purchase price within the measurement period.
The pro forma financial information assuming the acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes.
Acquisition of AetherPal, Inc.
During the first quarter of fiscal 2020, VMware completed the acquisition of AetherPal Inc., a provider of remote support solutions, to enhance VMware’s Workspace ONE offerings. The total purchase price was $45 million, which primarily included $12 million of identifiable intangible assets and $33 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets primarily consisted of completed technology and customer relationships, with estimated useful lives of three years to five years.
The pro forma financial information assuming the acquisition had occurred as of the beginning of the fiscal year prior to the fiscal year of acquisition, as well as the revenue and earnings generated during the current fiscal year, were not material for disclosure purposes.
Definite-Lived Intangible Assets, Net
As of the periods presented, definite-lived intangible assets consisted of the following (amounts in tables in millions):
November 1, 2019 | |||||||||||||
Weighted-Average Useful Lives (in years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||
Purchased technology | 5.4 | $ | 827 | $ | (309 | ) | $ | 518 | |||||
Customer relationships and customer lists | 7.2 | 426 | (116 | ) | 310 | ||||||||
Trademarks and tradenames | 7.2 | 111 | (49 | ) | 62 | ||||||||
Other | 2.0 | 21 | (1 | ) | 20 | ||||||||
Total definite-lived intangible assets | $ | 1,385 | $ | (475 | ) | $ | 910 |
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
February 1, 2019 | |||||||||||||
Weighted-Average Useful Lives (in years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||
Purchased technology | 6.3 | $ | 781 | $ | (503 | ) | $ | 278 | |||||
Leasehold interest | 34.9 | 149 | (33 | ) | 116 | ||||||||
Customer relationships and customer lists | 7.5 | 193 | (96 | ) | 97 | ||||||||
Trademarks and tradenames | 7.9 | 86 | (40 | ) | 46 | ||||||||
Other | 3.9 | 7 | (3 | ) | 4 | ||||||||
Total definite-lived intangible assets | $ | 1,216 | $ | (675 | ) | $ | 541 |
Upon adoption of Topic 842 on February 2, 2019, leasehold interest of $116 million related to favorable terms of certain ground lease agreements was derecognized and adjusted to the carrying amount of the operating lease ROU assets and classified as other assets on the condensed consolidated balance sheets. Prior to adoption, these assets were classified as intangible assets, net on the condensed consolidated balance sheets.
Amortization expense on definite-lived intangible assets was $49 million and $138 million during the three and nine months ended November 1, 2019, respectively, and $39 million and $117 million during the three and nine months ended November 2, 2018, respectively.
Based on intangible assets recorded as of November 1, 2019 and assuming no subsequent additions, dispositions or impairment of underlying assets, the remaining estimated annual amortization expense over the next five fiscal years and thereafter is expected to be as follows (table in millions):
Remainder of 2020 | $ | 62 | |
2021 | 218 | ||
2022 | 199 | ||
2023 | 168 | ||
2024 | 133 | ||
Thereafter | 130 | ||
Total | $ | 910 |
Goodwill
The following table summarizes the changes in the carrying amount of goodwill during the nine months ended November 1, 2019 (table in millions):
Balance, February 1, 2019 | $ | 5,381 | |
Increase in goodwill related to business combinations | 1,909 | ||
Balance, November 1, 2019 | $ | 7,290 |
F. Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common shares outstanding and potentially dilutive securities outstanding during the period, as calculated using the treasury stock method. Potentially dilutive securities primarily include unvested restricted stock units (“RSUs”), including performance stock unit (“PSU”) awards, and stock options, including purchase options under VMware’s employee stock purchase plan. Securities are excluded from the computation of diluted net income per share if their effect would be anti-dilutive. VMware uses the two-class method to calculate net income per share as both classes share the same rights in dividends; therefore, basic and diluted earnings per share are the same for both classes.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table sets forth the computations of basic and diluted net income per share during the periods presented (table in millions, except per share amounts and shares in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income | $ | 621 | $ | 334 | $ | 6,051 | $ | 1,920 | |||||||
Weighted-average shares, basic for Classes A and B | 409,165 | 408,708 | 409,780 | 406,929 | |||||||||||
Effect of other dilutive securities | 4,889 | 5,769 | 6,888 | 6,449 | |||||||||||
Weighted-average shares, diluted for Classes A and B | 414,054 | 414,477 | 416,668 | 413,378 | |||||||||||
Net income per weighted-average share, basic for Classes A and B | $ | 1.52 | $ | 0.82 | $ | 14.77 | $ | 4.72 | |||||||
Net income per weighted-average share, diluted for Classes A and B | $ | 1.50 | $ | 0.81 | $ | 14.52 | $ | 4.64 |
The following table sets forth the weighted-average common share equivalents of Class A common stock that were excluded from the diluted net income per share calculations during the periods presented because their effect would have been anti-dilutive (shares in thousands):
Three Months Ended | Nine Months Ended | ||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Anti-dilutive securities: | |||||||||||
Employee stock options | 147 | 50 | 6 | 20 | |||||||
Restricted stock units | 4,220 | 219 | 363 | 2,045 | |||||||
Employee stock purchase plan | 12 | — | 4 | — | |||||||
Total | 4,379 | 269 | 373 | 2,065 |
G. Cash and Cash Equivalents
Cash and cash equivalents as of the periods presented consisted of the following (tables in millions):
November 1, 2019 | |||||||||||||||
Cost or Amortized Cost | Unrealized Gains | Unrealized Losses | Aggregate Fair Value | ||||||||||||
Cash | $ | 505 | $ | — | $ | — | $ | 505 | |||||||
Cash equivalents: | |||||||||||||||
Money-market funds | $ | 1,468 | $ | — | $ | — | $ | 1,468 | |||||||
Demand deposits and time deposits | 52 | — | — | 52 | |||||||||||
Total cash equivalents | $ | 1,520 | $ | — | $ | — | $ | 1,520 |
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
February 1, 2019 | |||||||||||||||
Cost or Amortized Cost | Unrealized Gains | Unrealized Losses | Aggregate Fair Value | ||||||||||||
Cash | $ | 461 | $ | — | $ | — | $ | 461 | |||||||
Cash equivalents: | |||||||||||||||
Money-market funds | $ | 2,316 | $ | — | $ | — | $ | 2,316 | |||||||
Demand deposits and time deposits | 53 | — | — | 53 | |||||||||||
Total cash equivalents | $ | 2,369 | $ | — | $ | — | $ | 2,369 |
Restricted Cash
The following table provides a reconciliation of the Company’s cash and cash equivalents, current portion and non-current portion of restricted cash reported on the condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash as of November 1, 2019 and February 1, 2019 (table in millions):
November 1, | February 1, | ||||||
2019 | 2019 | ||||||
Cash and cash equivalents | $ | 2,025 | $ | 2,830 | |||
Restricted cash within other current assets | 83 | 35 | |||||
Restricted cash within other assets | 42 | 29 | |||||
Total cash, cash equivalents and restricted cash | $ | 2,150 | $ | 2,894 |
Amounts included in restricted cash primarily relate to certain employee-related benefits, as well as amounts related to installment payments to certain employees as part of acquisitions, subject to the achievement of specified future employment conditions.
H. Debt
Unsecured Senior Notes
On August 21, 2017, VMware issued three series of unsecured senior notes (“Senior Notes”) pursuant to a public debt offering. The proceeds from the issuance were $4.0 billion, net of debt discount of $9 million and debt issuance costs of $30 million.
The carrying value of the Senior Notes as of the periods presented was as follows (amounts in millions):
November 1, | February 1, | Effective Interest Rate | |||||||
2019 | 2019 | ||||||||
Senior Notes: | |||||||||
2.30% Senior Note Due August 21, 2020 | $ | 1,250 | $ | 1,250 | 2.56% | ||||
2.95% Senior Note Due August 21, 2022 | 1,500 | 1,500 | 3.17% | ||||||
3.90% Senior Note Due August 21, 2027 | 1,250 | 1,250 | 4.05% | ||||||
Total principal amount | 4,000 | 4,000 | |||||||
Less: unamortized discount | (5 | ) | (7 | ) | |||||
Less: unamortized debt issuance costs | (17 | ) | (21 | ) | |||||
Net carrying amount | 3,978 | 3,972 | |||||||
Current portion of long-term debt and other borrowings | 1,248 | — | |||||||
Long-term debt | $ | 2,730 | $ | 3,972 |
Interest is payable semiannually in arrears, on February 21 and August 21 of each year. During each of the three and nine months ended November 1, 2019 and November 2, 2018, interest expense was $32 million and $97 million, respectively. Interest expense, which included amortization of discount and issuance costs, was recognized on the condensed consolidated
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
statements of income. The discount and issuance costs are amortized over the term of the Senior Notes on a straight-line basis, which approximates the effective interest method.
The Senior Notes are redeemable in whole at any time or in part from time to time at VMware’s option, subject to a make-whole premium. In addition, upon the occurrence of certain change-of-control triggering events and certain downgrades of the ratings on the Senior Notes, VMware may be required to repurchase the notes at a repurchase price equal to 101% of the aggregate principal plus any accrued and unpaid interest on the date of purchase. The Senior Notes rank equally in right of payment with VMware’s other unsecured and unsubordinated indebtedness. The Senior Notes also include restrictive covenants that, in certain circumstances, limit VMware’s ability to create certain liens, to enter into certain sale and leaseback transactions and to consolidate, merge, sell or otherwise dispose of all or substantially all of VMware’s assets.
Refer to Note C for disclosure regarding the note payable to Dell.
Revolving Credit Facility
On September 12, 2017, VMware entered into an unsecured credit agreement establishing a revolving credit facility (“Credit Facility”) with a syndicate of lenders that provides the Company with a borrowing capacity of up to $1.0 billion, for general corporate purposes. Commitments under the Credit Facility are available for a period of five years, which may be extended, subject to the satisfaction of certain conditions, by up to two one-year periods. As of November 1, 2019 and February 1, 2019, there were no outstanding borrowings under the Credit Facility. The credit agreement contains certain representations, warranties and covenants. Commitment fees, interest rates and other terms of borrowing under the Credit Facility may vary based on VMware’s external credit ratings. The amount paid in connection with the ongoing commitment fee, which is payable quarterly in arrears, was not significant during the three and nine months ended November 1, 2019 and November 2, 2018.
Senior Unsecured Term Loan Facility
On September 26, 2019, VMware entered into a senior unsecured term loan facility (the “Term Loan”) with a syndicate of lenders that provides the Company with a borrowing capacity of up to $2.0 billion, for general corporate purposes. The Company may borrow against the Term Loan two times up to its borrowing capacity of $2.0 billion until February 7, 2020. The Term Loan matures on the 364th day following the initial funding under the Term Loan. The Term Loan bears interest at the London interbank offered rate plus 0.75% to 1.25%, or an alternate base rate plus 0.00% to 0.25%, depending on VMware’s external credit ratings. As of November 1, 2019, the weighted-average interest rate on the outstanding Term Loan was 2.67%. The Company drew down $2.0 billion and repaid $1.4 billion during the third quarter of fiscal 2020. As of November 1, 2019, the outstanding balance of $599 million, net of unamortized debt issuance costs, on the Term Loan was included in current portion of long-term debt and other borrowings on the condensed consolidated balance sheets, and $1.4 billion remained available for future borrowing purposes. The Term Loan contains certain representations, warranties and covenants. Commitment fees paid and interest expense, including amortization of issuance costs, for the Term Loan were not significant during the three and nine months ended November 1, 2019.
I. Fair Value Measurements
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
Certain financial assets and liabilities are measured at fair value on a recurring basis. VMware determines fair value using the following hierarchy:
• | Level 1 - Quoted prices in active markets for identical assets or liabilities; |
• | Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are noted as being active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and |
• | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
As of November 1, 2019 and February 1, 2019, VMware’s Level 2 investment securities were generally priced using non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques.
VMware did not have any significant assets or liabilities that were classified as Level 3 of the fair value hierarchy for the periods presented, and there have been no transfers between fair value measurement levels during the periods presented.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following tables set forth the fair value hierarchy of VMware’s cash equivalents and short-term investments that were required to be measured at fair value as of the periods presented (tables in millions):
November 1, 2019 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
Cash equivalents: | |||||||||||
Money-market funds | $ | 1,468 | $ | — | $ | 1,468 | |||||
Demand deposits and time deposits | — | 52 | 52 | ||||||||
Total cash equivalents | $ | 1,468 | $ | 52 | $ | 1,520 |
February 1, 2019 | |||||||||||
Level 1 | Level 2 | Total | |||||||||
Cash equivalents: | |||||||||||
Money-market funds | $ | 2,316 | $ | — | $ | 2,316 | |||||
Demand deposits and time deposits | — | 53 | 53 | ||||||||
Total cash equivalents | $ | 2,316 | $ | 53 | $ | 2,369 | |||||
Short-term investments: | |||||||||||
Marketable equity securities | $ | 19 | $ | — | $ | 19 | |||||
Total short-term investments | $ | 19 | $ | — | $ | 19 |
The note payable to Dell, the Senior Notes and the Term Loan were not adjusted to fair value. The fair value of the note payable to Dell was approximately $265 million and $252 million as of November 1, 2019 and February 1, 2019, respectively. The fair value of the Senior Notes was approximately $4.1 billion and $3.9 billion as of November 1, 2019 and February 1, 2019, respectively. The fair value of the Term Loan approximated its carrying value as of November 1, 2019 due to its short-term nature. Fair value for the note payable to Dell, the Senior Notes and the Term Loan was estimated primarily based on observable market interest rates (Level 2 inputs).
VMware offers a deferred compensation plan for eligible employees, which allows participants to defer payment for part or all of their compensation. The net impact to the condensed consolidated statements of income was not significant since changes in the fair value of the assets substantially offset changes in the fair value of the liabilities. As such, assets and liabilities associated with this plan have not been included in the above tables. Assets associated with this plan were the same as the liabilities at approximately $101 million and $77 million as of November 1, 2019 and February 1, 2019, respectively, and are included in other assets and other liabilities on the condensed consolidated balance sheets.
Equity Securities Carried at Fair Value
As of February 1, 2019, VMware held a publicly traded equity security, which was measured at its fair value of $19 million using quoted prices for identical assets in an active market (Level 1). During the first quarter of fiscal 2020, VMware sold its investment in this equity security. The realized gain recognized on the condensed consolidated statements of income during the nine months ended November 1, 2019 was not significant.
The fair value of VMware’s investment in Pivotal was $676 million and $833 million as of November 1, 2019 and February 1, 2019, respectively, and was determined using the quoted market price of Pivotal’s Class A common stock as of each reporting period, adjusted for the impact of superior voting rights (Level 2).
During the three and nine months ended November 1, 2019, VMware recognized an unrealized gain of $249 million and an unrealized loss of $157 million, respectively, to adjust its investment in Pivotal to its fair value. During the three and nine months ended November 2, 2018, VMware recognized an unrealized loss of $161 million and an unrealized gain of $851 million, respectively, to adjust its investment in Pivotal to its fair value, including an unrealized gain of $668 million recognized as a result of Pivotal’s initial public offering. A discrete tax expense of $61 million and a discrete tax benefit of $39 million for the three and nine months ended November 1, 2019, respectively, were recognized related to the book and tax basis difference on the investment in Pivotal. A discrete tax benefit of $40 million and a discrete tax expense of $196 million, net of the reversal of the previously recorded valuation allowance for the three and nine months ended November 2, 2018, respectively, were recognized related to the book and tax basis difference on the investment in Pivotal. Upon the closing of the proposed acquisition of Pivotal, VMware’s investment in Pivotal, including any unrealized gain or loss previously recognized, will be
23
VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
derecognized. The proposed acquisition will be accounted for as a transaction by entities under common control, in which assets and liabilities transferred will be recorded at their historical carrying amounts on the date of the transfer. Refer to Note N for disclosure regarding VMware’s proposed acquisition of Pivotal.
Financial information of Pivotal is made publicly available. The following tables include summarized financial information for the second quarter of fiscal 2020 obtained from Pivotal’s most recent Form 10-Q filed with the SEC on September 5, 2019 (tables in millions):
Three Months Ended | Six Months Ended | ||||||
August 2, | August 2, | ||||||
2019 | 2019 | ||||||
Results of Operations Data: | |||||||
Revenue | $ | 193 | $ | 379 | |||
Gross profit | 132 | 258 | |||||
Loss from operations | (31 | ) | (66 | ) | |||
Net loss | (28 | ) | (60 | ) | |||
Net loss attributable to Pivotal | (28 | ) | (60 | ) |
August 2, | |||
2019 | |||
Balance Sheet Data: | |||
Current assets | $ | 1,010 | |
Total assets | 1,921 | ||
Current liabilities | 417 | ||
Total liabilities | 596 | ||
Non-controlling interest | 1 |
Equity Securities Without a Readily Determinable Fair Value
VMware’s equity securities also include investments in privately held companies, which do not have a readily determinable fair value. As of November 1, 2019 and February 1, 2019, investments in privately held companies, which consisted primarily of equity securities, had a carrying value of $146 million and $95 million, respectively, and were included in other assets on the condensed consolidated balance sheets. During the three and nine months ended November 1, 2019, the Company recognized unrealized gains of $12 million and $35 million, respectively, on these securities. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the condensed consolidated statements of income.
J. Derivatives and Hedging Activities
VMware conducts business on a global basis in multiple foreign currencies, subjecting the Company to foreign currency risk. To mitigate a portion of this risk, VMware utilizes hedging contracts as described below, which potentially expose the Company to credit risk to the extent that the counterparties may be unable to meet the terms of the agreements. VMware manages counterparty risk by seeking counterparties of high credit quality, by monitoring credit ratings and credit spreads of, and other relevant public information about its counterparties. VMware does not, and does not intend to, use derivative instruments for trading or speculative purposes.
Cash Flow Hedges
To mitigate its exposure to foreign currency fluctuations resulting from certain operating expenses denominated in certain foreign currencies, VMware enters into forward contracts that are designated as cash flow hedging instruments as the accounting criteria for such designation are met. Therefore, the effective portion of gains or losses resulting from changes in the fair value of these instruments is initially reported in accumulated other comprehensive income on the condensed consolidated balance sheets and is subsequently reclassified to the related operating expense line item on the condensed consolidated statements of income in the same period that the underlying expenses are incurred. During the three and nine months ended
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
November 1, 2019 and November 2, 2018, the effective portion of gains or losses reclassified to the condensed consolidated statements of income was not significant. During the three and nine months ended November 2, 2018, interest charges or “forward points” on VMware’s forward contracts were excluded from the assessment of hedge effectiveness and were recorded in other income (expense), net on the condensed consolidated statements of income as incurred. Beginning February 2, 2019, the excluded component was recorded to the related operating expense line item on the condensed consolidated statements of income in the same period that the underlying expenses are incurred.
These forward contracts have contractual maturities of twelve months or less, and as of November 1, 2019 and February 1, 2019, outstanding forward contracts had a total notional value of $99 million and $367 million, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract.
During the three and nine months ended November 1, 2019 and November 2, 2018, all cash flow hedges were considered effective.
Forward Contracts Not Designated as Hedges
VMware has established a program that utilizes forward contracts to offset the foreign currency risk associated with net outstanding monetary asset and liability positions. These forward contracts are not designated as hedging instruments under applicable accounting guidance, and therefore all changes in the fair value of the forward contracts are reported in other income (expense), net on the condensed consolidated statements of income.
These forward contracts generally have a contractual maturity of one month, and as of November 1, 2019 and February 1, 2019, outstanding forward contracts had a total notional value of $711 million and $1.2 billion, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract.
During the nine months ended November 1, 2019, VMware recognized a gain of $46 million related to the settlement of forward contracts. During the three and nine months ended November 2, 2018, VMware recognized gains of $16 million and $74 million, respectively. The loss recognized during the three months ended November 1, 2019 was not material. Gains and losses are recorded in other income (expense), net on the condensed consolidated statements of income.
The combined gains and losses related to the settlement of forward contracts and the underlying foreign currency denominated assets and liabilities during the nine months ended November 1, 2019 resulted in net gains of $20 million. The combined gains and losses related to the settlement of forward contracts and the underlying foreign currency denominated assets and liabilities were not significant during the three months ended November 1, 2019 and the three and nine months ended November 2, 2018. Net gains and losses are recorded in other income (expense), net on the condensed consolidated statements of income.
K. Leases
VMware has operating and finance leases primarily related to office facilities and equipment, which have remaining lease terms of one month to 27 years. During the three and nine months ended November 1, 2019, lease expense recorded in the condensed consolidated statements of income was $43 million and $122 million, respectively.
The components of lease expense during the periods presented were as follows (table in millions):
Three Months Ended | Nine Months Ended | ||||||
November 1, | November 1, | ||||||
2019 | 2019 | ||||||
Operating lease expense | $ | 34 | $ | 99 | |||
Finance lease expense: | |||||||
Amortization of ROU assets | $ | 2 | $ | 3 | |||
Total finance lease expense | $ | 2 | $ | 3 | |||
Short-term lease expense | $ | 1 | $ | 2 | |||
Variable lease expense | $ | 6 | $ | 18 | |||
Total lease expense | $ | 43 | $ | 122 |
25
VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
From time to time, VMware enters into lease arrangements with Dell. Lease expense incurred for arrangements with Dell was not significant during the three and nine months ended November 1, 2019.
Supplemental cash flow information related to operating and finance leases during the period presented was as follows (table in millions):
Nine Months Ended | |||
November 1, | |||
2019 | |||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ | 101 | |
Operating cash flows from finance leases | 1 | ||
Financing cash flows from finance leases | 1 | ||
ROU assets obtained in exchange for lease liabilities: | |||
Operating leases | $ | 197 | |
Finance leases | 63 |
Supplemental balance sheet information related to operating and finance leases as of the period presented was as follows (table in millions):
November 1, 2019 | |||||||
Operating Leases | Finance Leases | ||||||
ROU assets, non-current(1) | $ | 774 | $ | 60 | |||
Lease liabilities, current(2) | $ | 90 | $ | 3 | |||
Lease liabilities, non-current(3) | 644 | 57 | |||||
Total lease liabilities | $ | 734 | $ | 60 |
(1) ROU assets for operating leases are included in other assets and ROU assets for finance leases are included in property and equipment, net on the condensed consolidated balance sheets.
(2) Current lease liabilities are included primarily in accrued expenses and other on the condensed consolidated balance sheets. An immaterial amount is presented in due from related parties, net on the condensed consolidated balance sheets.
(3) Operating lease liabilities are presented as operating lease liabilities on the condensed consolidated balance sheets. Finance lease liabilities are included in other liabilities on the condensed consolidated balance sheets.
Lease term and discount rate related to operating and finance leases as of the period presented were as follows:
November 1, | ||
2019 | ||
Weighted-average remaining lease term (in years) | ||
Operating leases | 14.6 | |
Finance leases | 9.5 | |
Weighted-average discount rate | ||
Operating leases | 3.5 | % |
Finance leases | 3.1 | % |
26
VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of November 1, 2019 (table in millions):
Operating Leases | Finance Leases | ||||||
Remainder of 2020 | $ | 25 | $ | 1 | |||
2021 | 115 | 6 | |||||
2022 | 106 | 6 | |||||
2023 | 91 | 8 | |||||
2024 | 70 | 7 | |||||
Thereafter | 581 | 42 | |||||
Total future minimum lease payments | 988 | 70 | |||||
Less: Imputed interest | (254 | ) | (10 | ) | |||
Total lease liabilities(1) | $ | 734 | $ | 60 |
(1) Total lease liabilities as of November 1, 2019 excluded legally binding lease payments for leases signed but not yet commenced of $326 million.
Future lease payments under non-cancellable operating leases as of February 1, 2019 were as follows (table in millions):
2020 | $ | 109 | |
2021 | 79 | ||
2022 | 64 | ||
2023 | 54 | ||
2024 | 41 | ||
Thereafter | 523 | ||
Total(1) | $ | 870 |
(1) Total future lease payments as of February 1, 2019 excluded legally binding minimum lease payments for leases signed but not yet commenced of $164 million.
L. Stockholders’ Equity
On June 25, 2019, VMware amended its 2007 Equity and Incentive Plan and 2007 Employee Stock Purchase Plan to increase the number of shares available for issuance by 13 million and 9 million shares of Class A common stock, respectively.
VMware Stock Repurchases
VMware purchases stock from time to time in open market transactions, subject to market conditions. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including VMware’s stock price, cash requirements for operations and business combinations, corporate, legal and regulatory requirements and other market and economic conditions. VMware is not obligated to purchase any shares under its stock repurchase programs. Purchases can be discontinued at any time VMware believes additional purchases are not warranted. From time to time, VMware also purchases stock in private transactions, such as those with Dell. All shares repurchased under VMware’s stock repurchase programs are retired.
During August 2017, VMware’s board of directors authorized the repurchase of up to $1.0 billion of Class A common stock through August 31, 2018. On July 1, 2018, VMware’s board of directors extended authorization of the existing stock repurchase program through August 31, 2019. On May 29, 2019, VMware’s board of directors authorized the repurchase of up to an additional $1.5 billion of Class A common stock through the end of fiscal 2021. The $1.5 billion authorization is in addition to VMware’s ongoing $1.0 billion stock repurchase program authorized in August 2017. In the aggregate, $1.1 billion remained available for repurchase as of November 1, 2019.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table summarizes stock repurchase activity during the three and nine months ended November 1, 2019 (aggregate purchase price in millions, shares in thousands):
Three Months Ended | Nine Months Ended | ||||||
November 1, | November 1, | ||||||
2019 | 2019 | ||||||
Aggregate purchase price(1) | $ | 242 | $ | 1,279 | |||
Class A common shares repurchased | 1,638 | 7,333 | |||||
Weighted-average price per share | $ | 147.65 | $ | 174.37 |
(1) The aggregate purchase price of repurchased shares is classified as a reduction to additional paid-in capital until the balance is reduced to zero and the excess is recorded as a reduction to retained earnings.
There were no repurchases of VMware Class A common stock during the three and nine months ended November 2, 2018.
VMware Restricted Stock
VMware’s restricted stock primarily consists of RSU awards, which have been granted to employees. The value of an RSU grant is based on VMware’s stock price on the date of the grant. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of VMware’s Class A common stock.
VMware’s restricted stock also includes PSU awards, which have been granted to certain VMware executives and employees. The PSU awards include performance conditions and, in certain cases, a time-based or market-based vesting component. Upon vesting, PSU awards convert into VMware’s Class A common stock at various ratios ranging from 0.1 to 2.0 shares per PSU, depending upon the degree of achievement of the performance or market-based target designated by each award. If minimum performance thresholds are not achieved, then no shares are issued.
The following table summarizes restricted stock activity since February 1, 2019 (units in thousands):
Number of Units | Weighted-Average Grant Date Fair Value (per unit) | |||||
Outstanding, February 1, 2019 | 18,215 | $ | 90.06 | |||
Granted | 6,215 | 146.97 | ||||
Vested | (6,693 | ) | 77.29 | |||
Forfeited | (1,275 | ) | 95.33 | |||
Outstanding, November 1, 2019 | 16,462 | 116.33 |
The aggregate vesting date fair value of VMware’s restricted stock that vested during the nine months ended November 1, 2019 was $1.2 billion. As of November 1, 2019, restricted stock representing 16.5 million shares of VMware’s Class A common stock were outstanding, with an aggregate intrinsic value of $2.7 billion based on VMware’s closing stock price as of November 1, 2019.
Net Excess Tax Benefits
Net excess tax benefits recognized in connection with stock-based awards are included in income tax provision on the condensed consolidated statements of income. Net excess tax benefits recognized during the three and nine months ended November 1, 2019 were $26 million and $134 million, respectively, and were $23 million and $76 million during the three and nine months ended November 2, 2018, respectively.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Accumulated Other Comprehensive Income (Loss)
The changes in components of accumulated other comprehensive income (loss) during the periods presented were as follows (tables in millions):
Unrealized Gain (Loss) on Available-for-Sale Securities | Unrealized Gain (Loss) on Forward Contracts | Total | |||||||||
Balance, February 1, 2019 | $ | 1 | $ | 1 | $ | 2 | |||||
Unrealized gains (losses), net of tax provision (benefit) of $—, $— and $— | — | 3 | 3 | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) to the condensed consolidated statements of income, net of tax (provision) benefit of $—, $— and $— | — | (2 | ) | (2 | ) | ||||||
Other comprehensive income (loss), net | — | 1 | 1 | ||||||||
Balance, November 1, 2019 | $ | 1 | $ | 2 | $ | 3 | |||||
Unrealized Gain (Loss) on Available-for-Sale Securities | Unrealized Gain (Loss) on Forward Contracts | Total | |||||||||
Balance, February 2, 2018 | $ | (15 | ) | $ | — | $ | (15 | ) | |||
Adjustments related to adoption of ASU 2016-01 and 2018-02 | (15 | ) | — | (15 | ) | ||||||
Unrealized gains (losses), net of tax (benefit) of ($4), $— and ($4) | (11 | ) | (9 | ) | (20 | ) | |||||
Amounts reclassified from accumulated other comprehensive income (loss) to the condensed consolidated statements of income, net of tax benefit of $—, $— and $— | — | (1 | ) | (1 | ) | ||||||
Other comprehensive income (loss), net | (11 | ) | (10 | ) | (21 | ) | |||||
Balance, November 2, 2018 | $ | (41 | ) | $ | (10 | ) | $ | (51 | ) |
Unrealized gains and losses on VMware’s available-for-sale securities are reclassified to investment income on the condensed consolidated statements of income in the period that such gains and losses are realized.
The effective portion of gains or losses resulting from changes in the fair value of forward contracts designated as cash flow hedging instruments is reclassified to its related operating expense line item on the condensed consolidated statements of income in the same period that the underlying expenses are incurred. The amounts recorded to their related operating expense functional line items on the condensed consolidated statements of income were not significant to the individual functional line items during the periods presented.
M. Segment Information
VMware operates in one reportable operating segment, thus all required financial segment information is included in the condensed consolidated financial statements. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. VMware’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Revenue by type during the periods presented was as follows (table in millions):
Three Months Ended | Nine Months Ended | ||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue: | |||||||||||||||
License | $ | 974 | $ | 884 | $ | 2,853 | $ | 2,558 | |||||||
Services: | |||||||||||||||
Software maintenance | 1,280 | 1,138 | 3,720 | 3,324 | |||||||||||
Professional services | 202 | 178 | 588 | 501 | |||||||||||
Total services | 1,482 | 1,316 | 4,308 | 3,825 | |||||||||||
Total revenue(1) | $ | 2,456 | $ | 2,200 | $ | 7,161 | $ | 6,383 |
(1) Includes revenue derived from VMware’s hybrid cloud subscription and SaaS offerings, which was $330 million and $919 million during the three and nine months ended November 1, 2019, respectively, and $237 million and $665 million during the three and nine months ended November 2, 2018, respectively. Revenue from hybrid cloud subscription offerings consisted primarily of VMware Cloud Provider Program revenue.
Revenue by geographic area during the periods presented was as follows (table in millions):
Three Months Ended | Nine Months Ended | ||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
United States | $ | 1,172 | $ | 1,052 | $ | 3,395 | $ | 3,053 | |||||||
International | 1,284 | 1,148 | 3,766 | 3,330 | |||||||||||
Total | $ | 2,456 | $ | 2,200 | $ | 7,161 | $ | 6,383 |
Revenue by geographic area is based on the ship-to addresses of VMware’s customers. No individual country other than the U.S. accounted for 10% or more of revenue during the three and nine months ended November 1, 2019 and November 2, 2018.
Long-lived assets by geographic area, which primarily include property and equipment, net, as of the periods presented were as follows (table in millions):
November 1, | February 1, | ||||||
2019 | 2019 | ||||||
United States | $ | 844 | $ | 831 | |||
International | 192 | 106 | |||||
Total | $ | 1,036 | $ | 937 |
No individual country other than the U.S. accounted for 10% or more of these assets as of November 1, 2019 and February 1, 2019.
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VMware, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
N. Proposed Acquisition of Pivotal
During the third quarter of fiscal 2020, VMware entered into a definitive agreement to acquire Pivotal at a blended price per share of $11.71, comprised of $15.00 per share in cash to the stockholders of Pivotal’s Class A common shares, and VMware’s Class B common shares exchanged for Pivotal’s Class B common shares held by Dell, at an exchange ratio of 0.0550 VMware shares for each Pivotal share. In the aggregate, this transaction will result in an expected net cash payout of $0.8 billion for VMware and issuance of approximately 7.2 million shares of VMware’s Class B common stock to Dell. The impact of equity issued to Dell would increase its ownership stake in VMware by approximately 0.3 percentage points to 81.0% based on the shares outstanding as of November 1, 2019. Pivotal provides a leading cloud-native platform that makes software development and IT operations a strategic advantage for their customers. The acquisition has been approved by the boards of directors of both VMware and Pivotal (each acting upon the unanimous recommendation of a special committee of the board of directors of each company, consisting solely of independent and disinterested directors, authorized to, among other things, negotiate, evaluate and approve or disapprove potential transactions with one another), and is expected to close in the fourth quarter of fiscal 2020, subject to approval of the merger agreement by Pivotal stockholders (including at least a majority of the outstanding shares of Pivotal’s Class A common stock not owned by VMware or any of its affiliates, including Dell), regulatory approvals and other customary closing conditions. The purchase of Pivotal will be accounted for as a transaction by entities under common control. Assets and liabilities transferred will be recorded at their historical carrying amounts on the date of the transfer. Net assets, including goodwill and certain intangible assets, in the amounts that were previously recognized by Dell for Pivotal in connection with Dell’s acquisition of EMC during fiscal 2016 will also be recognized by VMware. This transaction will require retrospective combination of the entities for all periods presented, as if the combination had been in effect since the inception of common control.
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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following management’s discussion and analysis is provided in addition to the accompanying condensed consolidated financial statements and notes to assist in understanding our results of operations and financial condition. Financial information as of November 1, 2019 should be read in conjunction with our consolidated financial statements for the year ended February 1, 2019 contained in our Form 10-K filed on March 29, 2019.
Period-over-period changes are calculated based upon the respective underlying, non-rounded data. We refer to our fiscal years ended January 29, 2021, January 31, 2020 and February 1, 2019 as “fiscal 2021,” “fiscal 2020” and “fiscal 2019,” respectively. Unless the context requires otherwise, we are referring to VMware, Inc. and its consolidated subsidiaries when we use the terms “VMware,” the “Company,” “we,” “our” or “us.”
Overview
We originally pioneered the development and application of virtualization technologies with x86 server-based computing, separating application software from the underlying hardware. Information technology (“IT”) driven innovation continues to disrupt markets and industries. Technologies emerge faster than organizations can absorb, creating increasingly complex environments. IT is working at an accelerated pace to harness new technologies, platforms and cloud models, ultimately guiding their business through a digital transformation. To take on these challenges, we are working with customers in the areas of hybrid cloud, multi-cloud, modern applications, networking and security, and digital workspaces. Our software provides a flexible digital foundation to help enable customers in their digital transformations.
We help customers manage their IT resources across private clouds and complex multi-cloud, multi-device environments by offering solutions across three categories: Software-Defined Data Center (“SDDC”), Hybrid Cloud Computing and End-User Computing (“EUC”). This portfolio supports and addresses the key IT priorities of our customers: accelerating their cloud journey, empowering digital workspaces and transforming networking and security. These VMware solutions enable the digital transformation our customers need as they ready their applications, infrastructure and devices for their future business needs.
We sell our solutions using enterprise agreements (“EAs”) or as part of our non-EA, or transactional, business. EAs are comprehensive volume license offerings, offered both directly by us and through certain channel partners that also provide for multi-year maintenance and support. We continue to experience strong renewals, including renewals of our EAs, resulting in additional license sales of both our existing and newer products and solutions.
SDDC or Software-Defined Data Center
Our SDDC technologies form the foundation of our customers’ private cloud environments and provide the capabilities for our customers to extend their private cloud to the public cloud and to help them run, manage, secure and connect all their applications across all clouds and devices. During the nine months ended November 1, 2019, we continued to see growth in sales of our SDDC solutions. Future sales growth rates may fluctuate period to period, depending largely upon the extent to which SDDC technologies are included in our larger EAs. For example, sales from our management products were positively impacted during the nine months ended November 1, 2019 as a result of being included in some of the larger strategic deals.
Hybrid Cloud Computing
Our overarching cloud strategy contains three key components: (i) continue to expand beyond compute virtualization in the private cloud; (ii) extend the private cloud into the public cloud; and (iii) connect and secure endpoints across a range of public clouds. Hybrid cloud subscription offerings were primarily comprised of VMware Cloud Provider Program (“VCPP”) and included VMware Cloud Services, which enable customers to run, manage, connect and secure their applications across private and public clouds.
During the nine months ended November 1, 2019, revenue growth in our hybrid cloud subscription offerings was primarily driven by our VCPP offerings. We expect CloudHealth by VMware and VMware Cloud on AWS to contribute to revenue growth in fiscal 2020.
During the third quarter of fiscal 2020, we acquired Carbon Black, Inc. (“Carbon Black”) to grow our intrinsic security portfolio across network, workload, endpoint, identity and analytics. Also, during the third quarter of fiscal 2020, we entered into a definitive agreement to acquire Pivotal Software, Inc. (“Pivotal”), which is expected to deliver enterprise-grade, Kubernetes-based portfolio for modern applications. The transaction is expected to close during the fourth quarter of fiscal 2020. We expect both the completed Carbon Black acquisition and proposed Pivotal acquisition to contribute to the growth of our revenue derived from our hybrid cloud subscription and software-as-a-service (“SaaS”) offerings. In addition, we expect operating margin will be impacted in fiscal 2021 as a result of our incremental investment in our hybrid cloud subscription and SaaS portfolio, including consideration of the recent Carbon Black acquisition.
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EUC or End-User Computing
Our complete EUC solution, VMware Workspace ONE (“Workspace ONE”), is a digital workspace platform powered by Unified Endpoint Management and VMware Horizon. Our Unified Endpoint Management business model includes an on-premises solution that we offer through the sale of perpetual licenses, subscription and SaaS solutions. EUC sales continued to increase during the nine months ended November 1, 2019, driven by the adoption of our subscription offerings such as Workspace ONE.
Dell Synergies
We continue joint marketing, sales, branding and product development efforts with Dell Technologies Inc. (“Dell”) and other Dell companies to enhance the collective value we deliver to our mutual customers. Our collective business built with Dell continued to create synergies that benefited our sales during the nine months ended November 1, 2019.
Results of Operations
Approximately 70% of our sales are denominated in the United States (“U.S.”) dollar, however, in certain countries we also invoice and collect in the following currencies: euro; British pound; Japanese yen; Australian dollar; and Chinese renminbi. In addition, we incur and pay operating expenses in currencies other than the U.S. dollar. As a result, our financial statements, including our revenue, operating expenses, unearned revenue and the resulting cash flows derived from the U.S. dollar equivalent of foreign currency transactions, are affected by foreign exchange fluctuations.
Revenue
Our revenue during the periods presented was as follows (dollars in millions):
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||||||||||||||||
2019 | 2018 | $ Change | % Change | 2019 | 2018 | $ Change | % Change | ||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||
License | $ | 974 | $ | 884 | $ | 90 | 10 | % | $ | 2,853 | $ | 2,558 | $ | 296 | 12 | % | |||||||||||||
Services: | |||||||||||||||||||||||||||||
Software maintenance | 1,280 | 1,138 | 143 | 13 | 3,720 | 3,324 | 397 | 12 | |||||||||||||||||||||
Professional services | 202 | 178 | 23 | 13 | 588 | 501 | 86 | 17 | |||||||||||||||||||||
Total services | 1,482 | 1,316 | 166 | 13 | 4,308 | 3,825 | 483 | 13 | |||||||||||||||||||||
Total revenue | $ | 2,456 | $ | 2,200 | $ | 256 | 12 | $ | 7,161 | $ | 6,383 | $ | 778 | 12 | |||||||||||||||
Revenue: | |||||||||||||||||||||||||||||
United States | $ | 1,172 | $ | 1,052 | $ | 120 | 11 | % | $ | 3,395 | $ | 3,053 | $ | 342 | 11 | % | |||||||||||||
International | 1,284 | 1,148 | 137 | 12 | 3,766 | 3,330 | 436 | 13 | |||||||||||||||||||||
Total revenue | $ | 2,456 | $ | 2,200 | $ | 256 | 12 | $ | 7,161 | $ | 6,383 | $ | 778 | 12 |
Revenue from our hybrid cloud subscription offerings consisted primarily of VCPP, and revenue from our SaaS offerings consisted primarily of our Unified Endpoint Management mobile solution within Workspace ONE and newer SaaS offerings, such as CloudHealth by VMware, VMware SD-WAN by VeloCloud and VMware Cloud on AWS. VCPP revenue is included in license revenue and SaaS revenue is included in both license and services revenue. Hybrid cloud subscription offerings, together with our SaaS offerings, increased to greater than 12% of our total revenue during the three and nine months ended November 1, 2019 from greater than 10% of our total revenue during the three and nine months ended November 2, 2018.
License revenue relating to the sale of perpetual licenses that are part of a multi-year contract is generally recognized upon delivery of the underlying license, whereas revenue derived from our hybrid cloud subscription and SaaS offerings is recognized on a consumption basis or over a period of time.
License Revenue
License revenue during the three and nine months ended November 1, 2019 compared to the three and nine months ended November 2, 2018, continued to benefit from broad-based growth across our diverse product portfolio and across our U.S. and international geographies. Revenue growth from our VCPP offerings continued to contribute to license revenue growth during the three and nine months ended November 1, 2019. Strength in our large EAs also contributed to license revenue growth during the three and nine months ended November 1, 2019 compared to the three and nine months ended November 2, 2018.
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Services Revenue
During the three and nine months ended November 1, 2019, software maintenance revenue continued to benefit from strong renewals of our EAs, maintenance contracts sold in previous periods and additional maintenance contracts sold in conjunction with new software license sales. In each period presented, customers purchased, on a weighted-average basis, approximately three years of support and maintenance with each new license purchased.
Professional services revenue increased 13% and 17% during the three and nine months ended November 1, 2019, respectively, as compared to the three and nine months ended November 2, 2018. Services we provide through our technical account managers and our continued focus on solution deployments, including our VMware NSX (“NSX”) products, management solutions as well as other emerging technology products, contributed to the increase in professional services revenue. We continue to also focus on enabling our partners to deliver professional services for our solutions and as such, our professional services revenue may vary as we continue to leverage our partners. Timing of service engagements will also impact the amount of professional services revenue we recognize during a period.
Unearned Revenue
Unearned revenue as of the periods presented consisted of the following (table in millions):
November 1, | February 1, | ||||||
2019 | 2019 | ||||||
Unearned license revenue | $ | 458 | $ | 255 | |||
Unearned software maintenance revenue | 6,545 | 5,972 | |||||
Unearned professional services revenue | 882 | 751 | |||||
Total unearned revenue | $ | 7,885 | $ | 6,978 |
Unearned license revenue is primarily related to the allocated portion of our SaaS offerings and is generally recognized over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service.
Unearned software maintenance revenue is attributable to our maintenance contracts and is generally recognized over time on a ratable basis over the contract duration. The weighted-average remaining contractual term as of November 1, 2019 was approximately two years. In addition, unearned software maintenance revenue also includes the allocated portion of our SaaS offerings. Unearned professional services revenue results primarily from prepaid professional services and is generally recognized as the services are performed.
Remaining Performance Obligations and Backlog
Remaining Performance Obligations
Remaining performance obligations represent the aggregate amount of the transaction price in contracts allocated to performance obligations not delivered, or partially undelivered, as of the end of the reporting period. Remaining performance obligations include unearned revenue, multi-year contracts with future installment payments and certain unfulfilled orders against accepted customer contracts at the end of any given period.
As of November 1, 2019, the aggregate transaction price allocated to remaining performance obligations was $8.5 billion, of which approximately 55% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. As of February 1, 2019, the aggregate transaction price allocated to remaining performance obligations was $7.7 billion, of which approximately 56% was expected to be recognized as revenue during fiscal 2020, and the remainder thereafter.
Backlog
Backlog is comprised of unfulfilled purchase orders or unfulfilled executed agreements at the end of a given period and is net of related estimated rebates and marketing development funds. As of November 1, 2019, our total backlog was $71 million. Backlog primarily consists of licenses, maintenance and services. Our backlog related to licenses was $33 million, which we generally expect to deliver and recognize as revenue during the following quarter. Backlog totaling $10 million as of November 1, 2019 was excluded from the remaining performance obligations because such contracts are subject to cancellation until fulfillment of the performance obligation occurs. As of February 1, 2019, our total backlog was approximately $449 million and our backlog related to licenses was approximately $147 million. Backlog totaling $34 million as of February 1, 2019 was excluded from the remaining performance obligations because such contracts are subject to cancellation until fulfillment of the performance obligation occurs.
The amount and composition of backlog will fluctuate period to period, and backlog is managed based upon multiple considerations, including product and geography. We do not believe the amount of backlog is indicative of future sales or
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revenue or that the mix of backlog at the end of any given period correlates with actual sales performance of a particular geography or particular products and services.
Cost of License Revenue, Cost of Services Revenue and Operating Expenses
Our cost of services revenue and operating expenses primarily reflected increasing cash-based employee-related expenses, driven by incremental growth in salaries and headcount, both organic and through acquisitions, across most of our income statement expense categories for the three and nine months ended November 1, 2019. We expect increases in cash-based employee-related expenses to continue.
Cost of License Revenue
Cost of license revenue primarily consists of the cost of fulfillment of our software and SD-WAN offerings, royalty costs in connection with technology licensed from third-party providers and amortization of intangible assets. The cost of fulfillment of our software and SD-WAN offerings includes personnel costs and related overhead associated with the physical and electronic delivery of our products.
Cost of license revenue during the periods presented was as follows (dollars in millions):
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||||||||||||||||
2019 | 2018 | $ Change | % Change | 2019 | 2018 | $ Change | % Change | ||||||||||||||||||||||
Cost of license revenue | $ | 59 | $ | 49 | $ | 10 | 21 | % | $ | 159 | $ | 138 | $ | 20 | 15 | % | |||||||||||||
Stock-based compensation | — | — | — | 98 | 1 | 1 | — | 81 | |||||||||||||||||||||
Total expenses | $ | 59 | $ | 49 | $ | 10 | 22 | $ | 160 | $ | 139 | $ | 21 | 15 | |||||||||||||||
% of License revenue | 6 | % | 5 | % | 6 | % | 5 | % |
Cost of license revenue increased during the three and nine months ended November 1, 2019 compared to the three and nine months ended November 2, 2018, but remained relatively consistent as a percentage of license revenue. The increase during the nine months ended November 1, 2019 was primarily due to increased amortization of intangible assets of $12 million.
Cost of Services Revenue
Cost of services revenue primarily includes the costs of personnel and related overhead to physically and electronically deliver technical support for our products, all hosted services supporting our SaaS offerings, and costs to deliver professional services. Additionally, cost of services revenue includes depreciation of equipment supporting our service offerings.
Cost of services revenue during the periods presented was as follows (dollars in millions):
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||||||||||||||||
2019 | 2018 | $ Change | % Change | 2019 | 2018 | $ Change | % Change | ||||||||||||||||||||||
Cost of services revenue | $ | 301 | $ | 253 | $ | 49 | 19 | % | $ | 886 | $ | 740 | $ | 146 | 20 | % | |||||||||||||
Stock-based compensation | 18 | 13 | 4 | 34 | 50 | 37 | 14 | 38 | |||||||||||||||||||||
Total expenses | $ | 319 | $ | 266 | $ | 53 | 20 | $ | 936 | $ | 777 | $ | 160 | 21 | |||||||||||||||
% of Services revenue | 22 | % | 20 | % | 22 | % | 20 | % |
Cost of services revenue increased during the three and nine months ended November 1, 2019 compared to the three and nine months ended November 2, 2018. The increase was primarily due to growth in cash-based employee-related expenses of $29 million and $71 million, respectively, during the three and nine months ended November 1, 2019, driven by incremental growth in headcount and salaries. The increase during the nine months ended November 1, 2019 was also due to an increase in costs associated with third-party hosting services to support our SaaS offerings of $29 million and third-party professional services costs of $20 million, resulting from an increase in demand for technical support and services. Equipment and depreciation of $18 million and amortization of intangible assets of $14 million also contributed to the increase during the nine months ended November 1, 2019.
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Research and Development Expenses
Research and development expenses include the personnel and related overhead associated with the development of our product software and service offerings. We continue to invest in our key growth areas, including NSX and VMware vSAN, while also investing in areas that we expect to be significant growth drivers in future periods, such as VMware Cloud on AWS.
Research and development expenses during the periods presented were as follows (dollars in millions):
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
November 1, | November 2, | November 1, | November 2, | ||||||||||||||||||||||||||
2019 | 2018 | $ Change | % Change | 2019 | 2018 | $ Change | % Change | ||||||||||||||||||||||
Research and development | $ | 472 | $ | 401 | $ | 71 | 18 | % | $ | 1,363 | $ | 1,161 | $ | 201 | 17 | % | |||||||||||||
Stock-based compensation | 110 | 98 | 12 | 12 | 306 | 272 | 34 | 13 | |||||||||||||||||||||
Total expenses | $ | 582 | $ | 499 | $ |