Exhibit 99.1
VMware Announces Record Date for Previously AnnouncedOne-Time Special Dividend
Record date for previously announced $11bnone-time special dividend is December 27, 2018
PALO ALTO, Calif. – Dec 11, 2018 –VMware Inc. (NYSE:VMW) (“VMware”), a leading innovator in enterprise software, today announced that December 27, 2018 has been set as the record date (the “Record Date”) for VMware’s $11 billion, conditionalone-time special dividend payablepro-rata to all VMware stockholders (the “Special Dividend”), previously announced on July 2, 2018. The Special Dividend is payable in connection with the closing of the transaction originally announced on July 2, 2018, by Dell Technologies Inc. (“Dell”) for the exchange of Dell Class V tracking stock for Dell Class C common stock or cash election option that was approved by Dell stockholders earlier today (the “Exchange Transaction”). Payment of the Special Dividend remains subject to the conditions described in VMware’s Current Reports on Form8-K filed with the SEC on July 2, 2018, and November 15, 2018 (the “Payment Conditions”).
The Special Dividend will be payable to all VMware stockholders of record as of the close of business on the Record Date. VMware will announce the per share dividend amount following the end of trading on the New York Stock Exchange on the Record Date.
It is currently expected that the payment date for the Special Dividend will be December 28, 2018 (the “Payment Date”), subject to satisfaction of the Payment Conditions. The Payment Conditions include the condition that Dell provide a certification to VMware that if Dell’s pro rata share of the Special Dividend is received by Dell’s subsidiaries that are holders of record of VMware common stock by 3:30 p.m. Eastern time on the Payment Date, the closing of the Dell Merger will occur on such date (provided that if payment cannot occur prior to 3:30 p.m. Eastern time, the Payment Date will be December 31, 2018).
Shares of VMware Class A common stock will trade with due bills following the Record Date through and including the Payment Date. Theex-dividend date will be the first trading day following the Payment Date.
US Federal Tax Treatment of the Special Dividend
VMware currently estimates that, for federal tax purposes, 60.39% of the Special Dividend will be treated as a taxable dividend, with the other 39.61% of the Special Dividend being first treated as a return on capital to stockholders to the extent of their basis in VMware common stock, and then as capital gain.
The tax treatment of the Special Dividend will be based on VMware’s current and accumulated earnings and profits for VMware’s fiscal year ending February 1, 2019. (“FY19”). The process of determining current and accumulated earnings and profits requires a final determination of VMware’s financial results for FY19 and a review of certain other factors. The determination will be based in part on factors that are outside of the control of VMware and which cannot be ascertained at this time. VMware does not expect the calculation of the portion that will be treated as a taxable dividend for federal tax purposes to be finalized until after the completion of FY19. Accordingly, the portion of the Special Dividend estimated to be a taxable dividend provided in this release is based upon currently available information and is subject to change. VMware currently expects to update information on taxation of the Special Dividend later in calendar year 2019.
The precise tax impact of the Special Dividend to specific stockholders depends upon the stockholder’s individual tax situation. Stockholders are urged to consult with their personal tax advisors.
