Stockholders' Equity | Stockholders’ Equity Special Dividend On July 1, 2018, VMware’s board of directors declared a conditional $11.0 billion Special Dividend, payable pro-rata to VMware stockholders as of the record date. During the fourth quarter of fiscal 2019, the conditions of the Special Dividend were met. The Special Dividend was paid on December 28, 2018 to stockholders of record as of the close of business on December 27, 2018 in the amount of $26.81 per outstanding share of VMware common stock. Stock awards that were outstanding at the time of the Special Dividend were adjusted pursuant to anti-dilution provisions in the Company’s stock plan documents that provide for equitable adjustments to be determined by VMware’s Compensation and Corporate Governance Committee in the event of an extraordinary cash dividend. A conversion ratio based on the per share dividend amount and VMware’s closing stock price on December 28, 2018 was used to adjust the stock awards outstanding at the time of the Special Dividend. The adjustments to awards included increasing the number of outstanding restricted stock units and stock options, as well as reducing the exercise prices of outstanding stock options. The adjustments did not result in incremental stock-based compensation expense as the anti-dilutive adjustments were required by the Company’s equity incentive plan. VMware Class B Common Stock Conversion Rights Each share of Class B common stock is convertible into one share of Class A common stock. If VMware’s Class B common stock is distributed to security holders of Dell in a qualified distribution, the Class B shares will no longer be convertible into shares of Class A common stock unless a stockholder vote is obtained after certain conditions are satisfied. Prior to any such distribution, all Class B shares automatically convert into shares of Class A common stock if Dell transfers such shares to a third party that is not a successor or a Dell subsidiary or at such time as the number of shares of common stock owned by Dell or its successor falls below 20% of the outstanding shares of VMware’s common stock. As of January 31, 2020 , 307.2 million shares of Class A common stock were reserved for conversion. VMware Equity Plan In June 2007, VMware adopted its 2007 Equity and Incentive Plan (the “2007 Plan”). On June 25, 2019, VMware amended its 2007 Plan to increase the number of shares available for issuance by 13.0 million shares of Class A common stock. As of January 31, 2020 , the number of authorized shares under the 2007 Plan was 145.2 million , including 6.1 million shares automatically added to the share reserve pursuant to anti-dilution provisions of the 2007 Plan triggered by payment of the Special Dividend (the “Anti-Dilution Adjustment”). The number of shares underlying outstanding equity awards that VMware assumes in the course of business acquisitions are also added to the 2007 Plan reserve on an as-converted basis. VMware has assumed 11.3 million shares, which accordingly have been added to authorized shares under the 2007 Plan reserve. Awards under the 2007 Plan may be in the form of stock-based awards, such as restricted stock units, or stock options. VMware’s Compensation and Corporate Governance Committee determines the vesting schedule for all equity awards. Generally, restricted stock grants made under the 2007 Plan have a three -year to four -year period over which they vest and vest 25% the first year and semi-annually thereafter. The per share exercise price for a stock option awarded under the 2007 Plan shall not be less than 100% of the per share fair market value of VMware Class A common stock on the date of grant. Most options granted under the 2007 Plan vest 25% after the first year and monthly thereafter over the following three years and expire between six and seven years from the date of grant. VMware utilizes both authorized and unissued shares to satisfy all shares issued under the 2007 Plan. As of January 31, 2020 , there was an aggregate of 23.8 million shares of common stock available for issuance pursuant to future grants under the 2007 Plan, including 2.5 million shares included in the Anti-Dilution Adjustment. Pivotal Equity Plan Prior to the acquisition of Pivotal, Pivotal granted stock-based awards, such as restricted stock units or stock options to its employees. Pivotal’s restricted stock grants generally vested over four years and options granted generally vested over 48 months . Upon completion of the acquisition by VMware, no further awards will be granted under the plan. Pivotal’s outstanding unvested RSUs and options on the date of the acquisition were converted to VMware RSUs and options and valued at their historical carrying amounts. 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. The following table summarizes stock repurchase authorizations approved by VMware’s board of directors, which were open or completed during the years ended January 31, 2020 , February 1, 2019 and February 2, 2018 (amounts in table in millions): Announcement Date Amount Authorized Expiration Date Status May 29, 2019 $1,500 January 29, 2021 Open August 14, 2017 1,000 August 31, 2019 Completed in fiscal 2020 January 26, 2017 1,200 February 2, 2018 Completed in fiscal 2018 In the aggregate, $1.0 billion remained available for repurchase as of January 31, 2020 . The following table summarizes stock repurchase activity, including shares purchased from Dell, during the periods presented (aggregate purchase price in millions, shares in thousands): For the Year Ended January 31, February 1, February 2, 2020 2019 2018 Aggregate purchase price (1) $ 1,334 $ 42 $ 1,449 Class A common stock repurchased 7,664 286 13,977 Weighted-average price per share $ 174.02 $ 148.07 $ 103.66 (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. VMware and Pivotal 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. Pivotal’s restricted stock consisted of RSU awards. The value of the grant was based on Pivotal’s stock price on the date of the grant. Upon the completion of the acquisition by VMware, all outstanding Pivotal RSUs were converted to VMware RSUs using a conversion ratio of 0.1 . The following table summarizes restricted stock activity for VMware and Pivotal since February 3, 2017 (units in thousands): VMware RSUs Pivotal RSUs Number of Units Weighted-Average Grant Date Fair Value (per unit) Number of Units Weighted-Average Grant Date Fair Value (per unit) Outstanding, February 3, 2017 20,451 $ 67.41 — $ — Granted 7,838 93.84 — — Vested (9,070 ) 67.89 — — Forfeited (1,859 ) 72.68 — — Outstanding, February 2, 2018 17,360 78.62 — — Granted 6,663 146.61 9,854 15.78 Special Dividend adjustment 3,236 n/a n/a n/a Vested (7,370 ) 75.45 — — Forfeited (1,674 ) 86.90 (353 ) 16.09 Outstanding, February 1, 2019 (1) 18,215 90.06 9,501 15.77 Granted (2) 9,074 157.07 20,504 16.02 Vested (8,179 ) 80.28 (4,009 ) 15.56 Forfeited (3) (1,636 ) 101.29 (25,996 ) 16.01 Outstanding, January 31, 2020 17,474 128.38 — — (1) The weighted-average grant date fair value of outstanding RSU awards as of February 1, 2019 reflects the adjustments to the awards as a result of the Special Dividend. (2) RSUs granted under the VMware equity plan includes 2.2 million RSUs issued for outstanding unvested RSUs assumed as part of the Pivotal acquisition. (3) RSUs forfeited under the Pivotal equity plan includes 21.7 million RSUs that were converted to VMware RSUs as part of the Pivotal acquisition, using a conversion ratio of 0.1 . As of January 31, 2020 , the 17.5 million units outstanding included 16.3 million of RSUs and 1.2 million of PSUs. The above table includes RSUs issued for outstanding unvested RSUs in connection with business combinations. Restricted stock that is expected to vest as of January 31, 2020 was as follows (units in thousands, aggregate intrinsic value in millions): Number of Units Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Expected to vest 15,670 2.39 $ 2,320 (1) The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware's closing stock price of 148.06 as of January 31, 2020 , which would have been received by the RSU holders had the RSUs been issued as of January 31, 2020 . The aggregate vesting date fair value of VMware’s restricted stock that vested during the years ended January 31, 2020 , February 1, 2019 and February 2, 2018 was $1.4 billion , $1.1 billion and $946 million , respectively. As of January 31, 2020 , restricted stock representing 17.5 million shares of VMware’s Class A common stock were outstanding, with an aggregate intrinsic value of $2.6 billion based on VMware’s closing stock price as of January 31, 2020 . The aggregate vesting date fair value of Pivotal’s restricted stock that vested during the year ended January 31, 2020, prior to the acquisition, was $68 million . No restricted stock vested during the years ended February 1, 2019 and February 2, 2018. VMware and Pivotal Employee Stock Purchase Plans In June 2007, VMware adopted its 2007 Employee Stock Purchase Plan (the “ESPP”), which is intended to be qualified under Section 423 of the Internal Revenue Code. On June 25, 2019, VMware amended its ESPP to increase the number of shares available for issuance by 9.0 million shares of Class A common stock. As of January 31, 2020 , the number of authorized shares under the ESPP was a total of 32.3 million shares. Under the ESPP, eligible VMware employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. The option period is generally twelve months and includes two embedded six-month option periods. Options are exercised at the end of each embedded option period. If the fair market value of the stock is lower on the first day of the second embedded option period than it was at the time of grant, then the twelve-month option period expires and each enrolled participant is granted a new twelve-month option. As of January 31, 2020 , 14.3 million shares of VMware Class A common stock were available for issuance under the ESPP. The following table summarizes ESPP activity for VMware during the periods presented (cash proceeds in millions, shares in thousands): For the Year Ended January 31, February 1, February 2, 2020 2019 2018 Cash proceeds $ 172 $ 161 $ 65 Class A common stock purchased 1,489 1,895 903 Weighted-average price per share $ 115.51 $ 84.95 $ 72.40 As of January 31, 2020 , $95 million of ESPP withholdings were recorded as a liability in accrued expenses and other on the consolidated balance sheets for the purchase that occurred on February 29, 2020. Prior to the acquisition of Pivotal, Pivotal granted options to eligible Pivotal employees to purchase shares of its Class A common stock at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value of the Pivotal stock at the time of exercise. Pivotal’s ESPP activity was not material during the periods presented. VMware and Pivotal Stock Options The following table summarizes stock option activity for VMware and Pivotal since February 3, 2017 (shares in thousands): VMware Stock Options Pivotal Stock Options Number of Shares Weighted-Average Exercise Price (per share) Number of Shares Weighted-Average Exercise Price (per share) Outstanding, February 3, 2017 1,991 $ 69.38 39,361 $ 6.72 Granted 745 13.79 20,323 9.73 Forfeited (36 ) 55.44 (2,380 ) 8.13 Expired (3 ) 93.87 (1,290 ) 6.24 Exercised (1,050 ) 53.50 (1,626 ) 5.99 Outstanding, February 2, 2018 1,647 54.63 54,388 7.82 Granted 574 16.07 2,832 14.03 Special Dividend adjustment 348 n/a n/a n/a Forfeited (31 ) 24.44 (2,028 ) 9.35 Expired — — (273 ) 7.02 Exercised (569 ) 46.73 (9,018 ) 6.89 Outstanding, February 1, 2019 (1) 1,969 36.50 45,901 8.31 Granted (2) 1,571 73.19 — — Forfeited (3) (149 ) 52.83 (10,822 ) 10.65 Expired — — (128 ) 10.10 Exercised (4) (776 ) 39.94 (34,951 ) 7.59 Outstanding, January 31, 2020 2,615 56.58 — — (1) The weighted-average exercise price of options outstanding as of February 1, 2019 reflects the adjustments to the options as a result of the Special Dividend. (2) Stock option granted under the VMware equity plan includes 0.6 million options issued for unvested options assumed as part of the Pivotal acquisition. (3) Stock options forfeited under the Pivotal equity plan includes 6.2 million options converted to VMware options as part of the Pivotal acquisition, using a conversion ratio of 0.1 . (4) Stock options exercised under the Pivotal equity plan includes 22.4 million of vested options that were settled in cash as part of the Pivotal acquisition. The above table includes stock options granted in conjunction with unvested stock options assumed in business combinations. As a result, the weighted-average exercise price per share may vary from the VMware stock price at time of grant The stock options outstanding as of January 31, 2020 had an aggregate intrinsic value of $239 million based on VMware’s closing stock price as of January 31, 2020 . Options outstanding that are exercisable and that have vested and are expected to vest as of January 31, 2020 were as follows (outstanding options in thousands, aggregate intrinsic value in in millions): VMware Stock Options Outstanding Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Exercisable 945 $ 47.24 3.81 $ 95 Vested and expected to vest 2,589 56.13 6.41 238 (1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on VMware's closing stock price of $148.06 as of January 31, 2020 , which would have been received by the option holders had all in-the-money options been exercised as of that date. The total fair value of VMware stock options that vested during the years ended January 31, 2020 , February 1, 2019 and February 2, 2018 was $64 million , $35 million and $32 million , respectively. Total fair value of Pivotal stock options that vested during the years ended January 31, 2020 , February 1, 2019 and February 2, 2018 was $27 million , $41 million and $23 million , respectively. The VMware stock options exercised during the years ended January 31, 2020 , February 1, 2019 and February 2, 2018 had a pre-tax intrinsic value of $103 million , $56 million , and $62 million , respectively. The Pivotal options exercised during the years ended January 31, 2020 and February 1, 2019 had a pre-tax intrinsic value of $278 million and $97 million , respectively, and was not material during the year ended February 2, 2018 . The pre-tax intrinsic value of Pivotal options exercised during the year ended January 31, 2020 includes vested options that were settled in cash as part of the Pivotal acquisition. VMware Shares Repurchased for Tax Withholdings During the years ended January 31, 2020 , February 1, 2019 and February 2, 2018 , VMware repurchased 3.0 million , 2.6 million , 3.3 million , respectively, of Class A common stock, for $521 million , $373 million , $348 million , respectively, to cover tax withholding obligations in connection with such equity awards. These amounts may differ from the amounts of cash remitted for tax withholding obligations on the consolidated statements of cash flows due to the timing of payments. Pursuant to the respective award agreements, these shares were withheld in conjunction with the net share settlement upon the vesting of restricted stock and restricted stock units (including PSUs) during the period. The value of the withheld shares, including restricted stock units, was classified as a reduction to additional paid-in capital. Net Excess Tax Benefits Net excess tax benefits recognized in connection with stock-based awards are included in income tax provision on the consolidated statements of income. Net excess tax benefits recognized during the years ended January 31, 2020 , February 1, 2019 and February 2, 2018 were $182 million , $116 million and $106 million , respectively. Stock-Based Compensation The following table summarizes the components of total stock-based compensation included in VMware’s consolidated statements of income during the periods presented (table in millions): For the Year Ended January 31, February 1, February 2, 2020 2019 2018 Cost of license revenue $ 1 $ 1 $ 2 Cost of subscription and SaaS revenue 13 7 5 Cost of services revenue 83 58 53 Research and development 459 391 363 Sales and marketing 293 226 205 General and administrative 168 117 84 Stock-based compensation 1,017 800 712 Income tax benefit (347 ) (253 ) (232 ) Total stock-based compensation, net of tax $ 670 $ 547 $ 480 As of January 31, 2020 , the total unrecognized compensation cost for stock options and restricted stock was $1.8 billion and will be recognized through fiscal 2024 with a weighted-average remaining period of 1.5 years . Stock-based compensation related to VMware equity awards held by VMware employees is recognized on VMware’s consolidated statements of income over the awards’ requisite service periods. Fair Value of VMware and Pivotal Options The fair value of each option to acquire VMware Class A common stock and Pivotal Class A common stock granted during the periods presented was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: For the Year Ended January 31, February 1, February 2, VMware Stock Options 2020 2019 2018 Dividend yield None None None Expected volatility 34.0 % 31.9 % 29.1 % Risk-free interest rate 1.5 % 2.9 % 1.7 % Expected term (in years) 2.7 3.2 3.3 Weighted-average fair value at grant date $ 98.00 $ 143.01 $ 83.62 Pivotal Stock Options Dividend yield n/a None None Expected volatility n/a 33.4 % 34.3 % Risk-free interest rate n/a 2.8 % 2.0 % Expected term (in years) n/a 6.08 6.08 Weighted-average fair value at grant date n/a $ 5.23 $ 3.58 For the Year Ended January 31, February 1, February 2, VMware Employee Stock Purchase Plan 2020 2019 2018 Dividend yield None None None Expected volatility 27.4 % 33.5 % 22.6 % Risk-free interest rate 1.7 % 2.0 % 1.2 % Expected term (in years) 0.6 0.8 0.9 Weighted-average fair value at grant date $ 35.66 $ 34.72 $ 21.93 The weighted-average grant date fair value of VMware stock options can fluctuate from period to period primarily due to higher valued options assumed through business combinations with exercise prices lower than the fair market value of VMware’s stock on the date of grant. For equity awards granted under the VMware equity plan, volatility was based on an analysis of historical stock prices and implied volatilities of VMware’s Class A common stock. The expected term was based on historical exercise patterns and post-vesting termination behavior, the term of the option period for grants made under the ESPP, or the weighted-average remaining term for options assumed in acquisitions. VMware’s expected dividend yield input was zero as the Company has not historically paid, nor expects in the future to pay, regular dividends on its common stock. The risk-free interest rate was based on a U.S. Treasury instrument whose term is consistent with the expected term of the stock options. For equity awards granted under the Pivotal equity plan, volatility was based on the volatility of a group of comparable public companies based on size, stage of life cycle, profitability, growth and other factors. The expected term was estimated using the simplified method and was determined based on the vesting terms, exercise terms and contractual lives of the options. Pivotal’s expected dividend yield input was zero as the Company has not historically paid regular dividends on its common stock. The risk-free interest rate was based on a U.S. Treasury instrument whose term was consistent with the expected term of the stock options. 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 Unrealized Gain (Loss) on Foreign Currency Translation Adjustments Total Balance, February 2, 2018 $ (15 ) $ — $ 26 $ 11 Adjustments related to adoption of ASU 2016-01 and 2018-02 (15 ) — — (15 ) Unrealized gains (losses), net of tax (benefit) of $—, $—, $—, and $— — 2 — 2 Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income, net of tax (provision) benefit of $10, $—, $— and $10 30 — — 30 Foreign currency translation adjustments — — (26 ) (26 ) Other comprehensive income (loss), net 30 2 (26 ) 6 Less: Change in other comprehensive income (loss) attributable to non-controlling interests — — 4 4 Balance, February 1, 2019 — 2 (4 ) (2 ) Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income, net of tax (provision) benefit of $—, $—, $— and $— — (2 ) — (2 ) Other comprehensive income (loss), net — (2 ) — (2 ) Balance, January 31, 2020 $ — $ — $ (4 ) $ (4 ) Unrealized gains and losses on VMware’s available-for-sale securities are reclassified to investment income on the 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 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 consolidated statements of income were not significant to the individual functional line items during the periods presented . |