Related Parties | Related Parties The information provided below includes a summary of transactions with Dell and Dell’s consolidated subsidiaries (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 (“OEM”) 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. • 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. During the three and six months ended July 31, 2020 , revenue from Dell accounted for 34% and 33% of VMware’s consolidated revenue, respectively. During the three and six months ended July 31, 2020 , revenue recognized on transactions where Dell acted as an OEM accounted for 12% of revenue from Dell, or 4% of VMware’s consolidated revenue. During the three and six months ended August 2, 2019 , revenue from Dell accounted for 30% and 29% of VMware’s consolidated revenue, respectively. During the three and six months ended August 2, 2019 , revenue recognized on transactions where Dell acted as an OEM accounted for 12% of revenue from Dell, or 4% of VMware’s consolidated revenue. 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 Six Months Ended As of July 31, August 2, July 31, August 2, July 31, January 31, 2020 2019 2020 2019 2020 2020 Reseller revenue $ 948 $ 778 $ 1,810 $ 1,443 $ 4,204 $ 3,787 Internal-use revenue 16 11 35 23 33 57 Collaborative technology project receipts 3 2 6 4 n/a n/a Customer deposits resulting from transactions with Dell were $203 million and $194 million as of July 31, 2020 and January 31, 2020 , 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 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. • From time to time, VMware enters into agency arrangements with Dell that enable VMware to sell its subscriptions and services, leveraging the Dell enterprise relationships and end customer contracts. Information about VMware’s payments for such arrangements during the periods presented consisted of the following (table in millions): Three Months Ended Six Months Ended July 31, August 2, July 31, August 2, 2020 2019 2020 2019 Purchases and leases of products and purchases of services (1) $ 45 $ 56 $ 89 $ 136 Dell subsidiary support and administrative costs 15 27 42 64 (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. 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. Financing fees on arrangements accepted by both parties were $18 million and $31 million during the three and six months ended July 31, 2020 , respectively, and $12 million and $25 million during the three and six months ended August 2, 2019 , respectively. Tax Sharing Agreement with Dell Payments made to Dell pursuant to the tax sharing agreement were $142 million and $167 million during the three and six months ended July 31, 2020 , respectively, and $52 million and $89 million during the three and six months ended August 2, 2019 , respectively. 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”). In December 2019, VMware amended the tax sharing agreement with Dell in connection with, and effective as of, the Pivotal acquisition. The tax sharing agreement with Dell, as amended and subject to certain exceptions, generally limits VMware’s maximum annual tax liability to Dell to the amount VMware would owe on a separate tax return basis. Subject to this cap for periods following the Pivotal acquisition, 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 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 three and six months ended July 31, 2020 was $45 million . The amount recognized in additional paid-in capital during the three and six months ended August 2, 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 determinations made by Dell. As a result of the activity under the tax sharing agreement with Dell, amounts due to Dell were $521 million and $529 million as of July 31, 2020 and January 31, 2020 , respectively, primarily related to VMware’s estimated tax obligation resulting from the Transition Tax. The Company expects to pay the remainder of its Transition Tax over a period of five years . Pivotal Tax Sharing Agreement with Dell Pivotal continues to file its separate tax return for U.S. federal income tax purposes, as it left the Dell consolidated tax group at the time of Pivotal’s initial public offering (“IPO”) in April 2018. This has reduced the amount of benefit or expense received by Pivotal since the IPO to the amount of benefit or expense Dell realizes from Pivotal’s inclusion on unitary state tax returns. Pursuant to a tax sharing agreement, Pivotal historically received payments from Dell for the tax benefits derived from the inclusion of its losses in certain Dell U.S. federal and state group returns. Payments received from Dell were recognized as a component of additional paid-in capital. In April 2019, Pivotal and Dell amended their tax sharing agreement with regard to the treatment of certain U.S. Tax Cuts and Jobs Act implications not explicitly covered by the original terms of the tax sharing agreement. The amendment resulted in $27 million recognized as a component of additional paid-in capital during the six months ended August 2, 2019 and it was not material during the three months ended August 2, 2019 . 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): July 31, January 31, 2020 2020 Due from related parties, current $ 1,027 $ 1,618 Due to related parties, current (1) 130 161 Due from related parties, net, current $ 897 $ 1,457 (1) Includes an immaterial amount related to the Company’s current operating lease liabilities due to related parties. 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 July 31, 2020 and January 31, 2020 . Amounts in due from related parties, net, excluding DFS and tax obligations, include 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 As of July 31, 2020 and January 31, 2020 , VMware had an outstanding promissory note payable to Dell in the principal amount of $270 million due December 1, 2022 . The note may be prepaid without penalty or premium. Interest is payable quarterly in arrears at the annual rate of 1.75% . During the three and six months ended July 31, 2020 and August 2, 2019 , interest expense on the notes payable to Dell was not significant. |