0001124610-21-000015.txt : 20210326 0001124610-21-000015.hdr.sgml : 20210326 20210326161648 ACCESSION NUMBER: 0001124610-21-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 139 CONFORMED PERIOD OF REPORT: 20210129 FILED AS OF DATE: 20210326 DATE AS OF CHANGE: 20210326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VMWARE, INC. CENTRAL INDEX KEY: 0001124610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943292913 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 21777620 BUSINESS ADDRESS: STREET 1: 3401 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: (650) 427-5000 MAIL ADDRESS: STREET 1: 3401 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 FORMER COMPANY: FORMER CONFORMED NAME: VMWARE INC DATE OF NAME CHANGE: 20000923 10-K 1 vmw-20210129.htm 10-K vmw-20210129
00011246102021FYFALSEIncludes related party revenue as follows (refer to Note D):
License$1,598 $1,569 $1,176 
Subscription and SaaS524 342 217 
Services1,994 1,459 1,003 
Includes stock-based compensation as follows:
Cost of license revenue$$$
Cost of subscription and SaaS revenue19 13 
Cost of services revenue99 83 58 
Research and development524 459 391 
Sales and marketing322 293 226 
General and administrative157 168 117 
P1Y12us-gaap:OtherAssetsus-gaap:OtherAssetsus-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationus-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationus-gaap:AccruedLiabilitiesCurrentus-gaap:AccruedLiabilitiesCurrentP6Y
00011246102020-02-012021-01-29iso4217:USD00011246102020-07-31xbrli:shares0001124610us-gaap:CommonClassAMember2021-03-160001124610us-gaap:CommonClassBMember2021-03-160001124610us-gaap:LicenseMember2020-02-012021-01-290001124610us-gaap:LicenseMember2019-02-022020-01-310001124610us-gaap:LicenseMember2018-02-032019-02-010001124610vmw:SubscriptionAndSaaSRevenueMember2020-02-012021-01-290001124610vmw:SubscriptionAndSaaSRevenueMember2019-02-022020-01-310001124610vmw:SubscriptionAndSaaSRevenueMember2018-02-032019-02-010001124610us-gaap:ServiceMember2020-02-012021-01-290001124610us-gaap:ServiceMember2019-02-022020-01-310001124610us-gaap:ServiceMember2018-02-032019-02-0100011246102019-02-022020-01-3100011246102018-02-032019-02-01iso4217:USDxbrli:shares0001124610us-gaap:MajorityShareholderMemberus-gaap:LicenseMember2020-02-012021-01-290001124610us-gaap:MajorityShareholderMemberus-gaap:LicenseMember2019-02-022020-01-310001124610us-gaap:MajorityShareholderMemberus-gaap:LicenseMember2018-02-032019-02-010001124610us-gaap:MajorityShareholderMembervmw:SubscriptionAndSaaSRevenueMember2020-02-012021-01-290001124610us-gaap:MajorityShareholderMembervmw:SubscriptionAndSaaSRevenueMember2019-02-022020-01-310001124610us-gaap:MajorityShareholderMembervmw:SubscriptionAndSaaSRevenueMember2018-02-032019-02-010001124610us-gaap:ServiceMemberus-gaap:MajorityShareholderMember2020-02-012021-01-290001124610us-gaap:ServiceMemberus-gaap:MajorityShareholderMember2019-02-022020-01-310001124610us-gaap:ServiceMemberus-gaap:MajorityShareholderMember2018-02-032019-02-010001124610vmw:CostOfLicenseRevenuesMember2020-02-012021-01-290001124610vmw:CostOfLicenseRevenuesMember2019-02-022020-01-310001124610vmw:CostOfLicenseRevenuesMember2018-02-032019-02-010001124610vmw:CostOfSubscriptionAndSaaSRevenueMember2020-02-012021-01-290001124610vmw:CostOfSubscriptionAndSaaSRevenueMember2019-02-022020-01-310001124610vmw:CostOfSubscriptionAndSaaSRevenueMember2018-02-032019-02-010001124610vmw:CostOfServicesRevenuesMember2020-02-012021-01-290001124610vmw:CostOfServicesRevenuesMember2019-02-022020-01-310001124610vmw:CostOfServicesRevenuesMember2018-02-032019-02-010001124610us-gaap:ResearchAndDevelopmentExpenseMember2020-02-012021-01-290001124610us-gaap:ResearchAndDevelopmentExpenseMember2019-02-022020-01-310001124610us-gaap:ResearchAndDevelopmentExpenseMember2018-02-032019-02-010001124610us-gaap:SellingAndMarketingExpenseMember2020-02-012021-01-290001124610us-gaap:SellingAndMarketingExpenseMember2019-02-022020-01-310001124610us-gaap:SellingAndMarketingExpenseMember2018-02-032019-02-010001124610us-gaap:GeneralAndAdministrativeExpenseMember2020-02-012021-01-290001124610us-gaap:GeneralAndAdministrativeExpenseMember2019-02-022020-01-310001124610us-gaap:GeneralAndAdministrativeExpenseMember2018-02-032019-02-0100011246102021-01-2900011246102020-01-310001124610us-gaap:CommonClassAMember2021-01-290001124610us-gaap:CommonClassAMember2020-01-310001124610us-gaap:CommonClassBMember2021-01-290001124610us-gaap:CommonClassBMember2020-01-3100011246102019-02-0100011246102018-02-020001124610us-gaap:CommonClassAMemberus-gaap:CommonStockMember2018-02-020001124610us-gaap:CommonStockMemberus-gaap:CommonClassBMember2018-02-020001124610us-gaap:AdditionalPaidInCapitalMember2018-02-020001124610us-gaap:RetainedEarningsMember2018-02-020001124610us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-02-020001124610us-gaap:NoncontrollingInterestMember2018-02-020001124610us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2018-02-020001124610srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2018-02-020001124610srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2018-02-020001124610us-gaap:CommonClassAMemberus-gaap:CommonStockMember2018-02-032019-02-010001124610us-gaap:AdditionalPaidInCapitalMember2018-02-032019-02-010001124610us-gaap:NoncontrollingInterestMember2018-02-032019-02-010001124610us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-02-032019-02-010001124610us-gaap:RetainedEarningsMember2018-02-032019-02-010001124610us-gaap:CommonClassAMemberus-gaap:CommonStockMember2019-02-010001124610us-gaap:CommonStockMemberus-gaap:CommonClassBMember2019-02-010001124610us-gaap:AdditionalPaidInCapitalMember2019-02-010001124610us-gaap:RetainedEarningsMember2019-02-010001124610us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-02-010001124610us-gaap:NoncontrollingInterestMember2019-02-010001124610us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-02-010001124610srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-02-010001124610us-gaap:CommonClassAMemberus-gaap:CommonStockMember2019-02-022020-01-310001124610us-gaap:AdditionalPaidInCapitalMember2019-02-022020-01-310001124610us-gaap:RetainedEarningsMember2019-02-022020-01-310001124610us-gaap:NoncontrollingInterestMember2019-02-022020-01-310001124610us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-02-022020-01-310001124610us-gaap:CommonStockMemberus-gaap:CommonClassBMember2019-02-022020-01-310001124610us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-01-310001124610us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-01-310001124610us-gaap:AdditionalPaidInCapitalMember2020-01-310001124610us-gaap:RetainedEarningsMember2020-01-310001124610us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-310001124610us-gaap:NoncontrollingInterestMember2020-01-310001124610us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-02-012021-01-290001124610us-gaap:AdditionalPaidInCapitalMember2020-02-012021-01-290001124610us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-012021-01-290001124610us-gaap:RetainedEarningsMember2020-02-012021-01-290001124610us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-01-290001124610us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-01-290001124610us-gaap:AdditionalPaidInCapitalMember2021-01-290001124610us-gaap:RetainedEarningsMember2021-01-290001124610us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-290001124610us-gaap:NoncontrollingInterestMember2021-01-29xbrli:pure0001124610vmw:DellTechnologiesInc.Membervmw:VMwareInc.Member2021-01-290001124610us-gaap:CommonClassAMembervmw:DellTechnologiesInc.Membervmw:VMwareInc.Member2021-01-290001124610vmw:PivotalMember2020-01-310001124610srt:MinimumMembervmw:SubscriptionAndSaaSRevenueMember2020-02-012021-01-290001124610srt:MaximumMembervmw:SubscriptionAndSaaSRevenueMember2020-02-012021-01-290001124610us-gaap:LandImprovementsMember2020-02-012021-01-290001124610us-gaap:FurnitureAndFixturesMember2020-02-012021-01-290001124610us-gaap:EquipmentMembersrt:MinimumMember2020-02-012021-01-290001124610srt:MaximumMemberus-gaap:EquipmentMember2020-02-012021-01-290001124610us-gaap:SoftwareAndSoftwareDevelopmentCostsMembersrt:MinimumMember2020-02-012021-01-290001124610srt:MaximumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2020-02-012021-01-290001124610us-gaap:LeaseholdImprovementsMember2020-02-012021-01-29vmw:reporting_unit0001124610vmw:DistributorOneMemberus-gaap:AccountsReceivableMember2020-02-012021-01-290001124610vmw:DistributorOneMemberus-gaap:AccountsReceivableMember2019-02-022020-01-310001124610us-gaap:AccountsReceivableMembervmw:DistributorTwoMember2020-02-012021-01-290001124610us-gaap:AccountsReceivableMembervmw:DistributorTwoMember2019-02-022020-01-310001124610us-gaap:AccountsReceivableMembervmw:DistributorThreeMember2019-02-022020-01-310001124610us-gaap:SalesRevenueNetMembervmw:DistributorOneMember2020-02-012021-01-290001124610us-gaap:SalesRevenueNetMembervmw:DistributorOneMember2019-02-022020-01-310001124610us-gaap:SalesRevenueNetMembervmw:DistributorOneMember2018-02-032019-02-010001124610us-gaap:SalesRevenueNetMembervmw:DistributorTwoMember2019-02-022020-01-310001124610us-gaap:SalesRevenueNetMembervmw:DistributorTwoMember2018-02-032019-02-010001124610vmw:PivotalMember2019-12-310001124610vmw:PivotalMember2019-12-012019-12-310001124610vmw:DellTechnologiesInc.Membervmw:PivotalMemberus-gaap:CommonClassBMember2019-12-012019-12-310001124610vmw:PivotalMemberus-gaap:CommonClassBMember2019-12-012019-12-310001124610vmw:PivotalMemberus-gaap:AdditionalPaidInCapitalMember2019-02-022020-01-310001124610vmw:PivotalMember2019-02-022020-01-310001124610vmw:PivotalMember2020-05-022020-07-310001124610srt:MinimumMember2020-02-012021-01-290001124610srt:MaximumMember2020-02-012021-01-290001124610us-gaap:LicenseMember2021-01-290001124610us-gaap:LicenseMember2020-01-310001124610vmw:SubscriptionAndSaaSRevenueMember2021-01-290001124610vmw:SubscriptionAndSaaSRevenueMember2020-01-310001124610us-gaap:LicenseAndMaintenanceMember2021-01-290001124610us-gaap:LicenseAndMaintenanceMember2020-01-310001124610vmw:ServicesProfessionalMember2021-01-290001124610vmw:ServicesProfessionalMember2020-01-3100011246102021-01-302021-01-2900011246102020-02-012020-01-3100011246102022-01-302021-01-2900011246102021-02-012020-01-310001124610us-gaap:SalesRevenueNetMemberus-gaap:MajorityShareholderMembervmw:DellTechnologiesInc.Member2020-02-012021-01-290001124610us-gaap:SalesRevenueNetMemberus-gaap:MajorityShareholderMembervmw:DellTechnologiesInc.Member2019-02-022020-01-310001124610us-gaap:SalesRevenueNetMemberus-gaap:MajorityShareholderMembervmw:DellTechnologiesInc.Member2018-02-032019-02-010001124610vmw:DellTechnologiesInc.Membervmw:OriginalEquipmentManufacturerRevenueMember2020-02-012021-01-290001124610vmw:DellTechnologiesInc.Membervmw:OriginalEquipmentManufacturerRevenueMember2019-02-022020-01-310001124610vmw:DellTechnologiesInc.Membervmw:OriginalEquipmentManufacturerRevenueMember2018-02-032019-02-010001124610vmw:DellActingAsOEMMember2020-02-012021-01-290001124610vmw:DellActingAsOEMMember2019-02-022020-01-310001124610vmw:DellActingAsOEMMember2018-02-032019-02-010001124610us-gaap:MajorityShareholderMembervmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember2020-02-012021-01-290001124610us-gaap:MajorityShareholderMembervmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember2019-02-022020-01-310001124610us-gaap:MajorityShareholderMembervmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember2018-02-032019-02-010001124610us-gaap:MajorityShareholderMembervmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember2021-01-290001124610us-gaap:MajorityShareholderMembervmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember2020-01-310001124610vmw:InternalUseProductAndServicesRevenuesMemberus-gaap:MajorityShareholderMember2020-02-012021-01-290001124610vmw:InternalUseProductAndServicesRevenuesMemberus-gaap:MajorityShareholderMember2019-02-022020-01-310001124610vmw:InternalUseProductAndServicesRevenuesMemberus-gaap:MajorityShareholderMember2018-02-032019-02-010001124610vmw:InternalUseProductAndServicesRevenuesMemberus-gaap:MajorityShareholderMember2021-01-290001124610vmw:InternalUseProductAndServicesRevenuesMemberus-gaap:MajorityShareholderMember2020-01-310001124610us-gaap:MajorityShareholderMembervmw:CollaborativeTechnologyProjectReceiptsMember2020-02-012021-01-290001124610us-gaap:MajorityShareholderMembervmw:CollaborativeTechnologyProjectReceiptsMember2019-02-022020-01-310001124610us-gaap:MajorityShareholderMembervmw:CollaborativeTechnologyProjectReceiptsMember2018-02-032019-02-010001124610us-gaap:MajorityShareholderMember2021-01-290001124610us-gaap:MajorityShareholderMember2020-01-310001124610us-gaap:MajorityShareholderMembervmw:PurchasesofProductsandServicesMember2020-02-012021-01-290001124610us-gaap:MajorityShareholderMembervmw:PurchasesofProductsandServicesMember2019-02-022020-01-310001124610us-gaap:MajorityShareholderMembervmw:PurchasesofProductsandServicesMember2018-02-032019-02-010001124610us-gaap:MajorityShareholderMembervmw:DellSubsidiarySupportandAdministrativeCostsMember2020-02-012021-01-290001124610us-gaap:MajorityShareholderMembervmw:DellSubsidiarySupportandAdministrativeCostsMember2019-02-022020-01-310001124610us-gaap:MajorityShareholderMembervmw:DellSubsidiarySupportandAdministrativeCostsMember2018-02-032019-02-01vmw:employee0001124610us-gaap:MajorityShareholderMember2019-11-022020-01-310001124610vmw:BusinessAcquisitionMemberus-gaap:MajorityShareholderMember2018-08-042018-11-020001124610vmw:FinancialServicesMemberus-gaap:MajorityShareholderMember2020-02-012021-01-290001124610vmw:FinancialServicesMemberus-gaap:MajorityShareholderMember2019-02-022020-01-310001124610vmw:FinancialServicesMemberus-gaap:MajorityShareholderMember2018-02-032019-02-0100011246102018-07-012018-07-0100011246102018-12-282018-12-280001124610us-gaap:MajorityShareholderMember2018-12-282018-12-280001124610vmw:DellNoteDueDecember2022Memberus-gaap:MajorityShareholderMemberus-gaap:NotesPayableOtherPayablesMember2021-01-290001124610vmw:FordMotorCompanyMember2018-02-032019-02-01vmw:stockholder0001124610vmw:AppraisalActionMember2020-03-052020-03-050001124610vmw:AppraisalActionMember2020-03-050001124610vmw:AppraisalActionMember2020-06-232020-06-23vmw:patent0001124610vmw:CirbaInc.Vs.VMwareMember2019-04-252019-04-25vmw:trademark0001124610vmw:CirbaInc.Vs.VMwareMember2019-08-202019-08-200001124610vmw:CirbaInc.Vs.VMwareMember2020-01-242020-01-240001124610vmw:CirbaInc.Vs.VMwareMember2019-10-222019-10-220001124610vmw:SaltStackInc.Member2020-08-012020-10-300001124610vmw:SaltStackInc.Member2020-10-300001124610vmw:SaltStackInc.Membervmw:CompletedTechnologyMember2020-08-012020-10-300001124610vmw:DatriumInc.Member2020-05-022020-07-310001124610vmw:DatriumInc.Member2020-07-310001124610srt:MinimumMembervmw:DatriumInc.Membervmw:CompletedTechnologyMember2020-05-022020-07-310001124610srt:MaximumMembervmw:DatriumInc.Membervmw:CompletedTechnologyMember2020-05-022020-07-310001124610vmw:DatriumInc.Member2020-10-312021-01-290001124610vmw:LastlineInc.Member2020-05-022020-07-310001124610vmw:LastlineInc.Member2020-07-310001124610srt:MinimumMembervmw:LastlineInc.Membervmw:CompletedTechnologyMember2020-05-022020-07-310001124610srt:MaximumMembervmw:LastlineInc.Membervmw:CompletedTechnologyMember2020-05-022020-07-310001124610vmw:NyansaInc.Member2020-02-012020-05-010001124610vmw:NyansaInc.Member2020-05-010001124610vmw:NyansaInc.Membersrt:MinimumMembervmw:CompletedTechnologyMember2020-02-012020-05-010001124610srt:MaximumMembervmw:NyansaInc.Membervmw:CompletedTechnologyMember2020-02-012020-05-01vmw:acquisition0001124610us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember2020-02-012021-01-290001124610us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember2021-01-290001124610us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMembersrt:MinimumMembervmw:CompletedTechnologyMember2020-02-012021-01-290001124610srt:MaximumMemberus-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMembervmw:CompletedTechnologyMember2020-02-012021-01-290001124610vmw:CarbonBlackMember2019-11-010001124610vmw:CarbonBlackMember2019-08-032019-11-010001124610vmw:EquityAttributableToPreCombinationServicesMembervmw:CarbonBlackMember2019-11-010001124610vmw:EquityAttributableToPostCombinationServicesMembervmw:CarbonBlackMember2019-11-010001124610vmw:CarbonBlackMember2019-10-080001124610vmw:CarbonBlackMemberus-gaap:DevelopedTechnologyRightsMember2019-10-082019-10-080001124610vmw:CarbonBlackMemberus-gaap:DevelopedTechnologyRightsMember2019-10-080001124610vmw:CarbonBlackMemberus-gaap:CustomerRelationshipsMember2019-10-082019-10-080001124610vmw:CarbonBlackMemberus-gaap:CustomerRelationshipsMember2019-10-080001124610vmw:CarbonBlackMemberus-gaap:TrademarksAndTradeNamesMember2019-10-082019-10-080001124610vmw:CarbonBlackMemberus-gaap:TrademarksAndTradeNamesMember2019-10-080001124610us-gaap:OtherIntangibleAssetsMembervmw:CarbonBlackMember2019-10-082019-10-080001124610us-gaap:OtherIntangibleAssetsMembervmw:CarbonBlackMember2019-10-080001124610vmw:AviNetworksInc.Member2019-05-042019-08-020001124610vmw:AviNetworksInc.Member2019-08-020001124610vmw:AviNetworksInc.Membervmw:CompletedTechnologyMember2019-08-020001124610us-gaap:CustomerRelationshipsMembervmw:AviNetworksInc.Member2019-08-020001124610vmw:DevelopedTechnologyRightsAndCustomerRelationshipsMembersrt:MinimumMembervmw:AviNetworksInc.Member2019-05-042019-08-020001124610srt:MaximumMembervmw:DevelopedTechnologyRightsAndCustomerRelationshipsMembervmw:AviNetworksInc.Member2019-05-042019-08-020001124610vmw:EquityAttributableToPostCombinationServicesMembervmw:AviNetworksInc.Member2019-08-020001124610vmw:EquityAttributableToPostCombinationServicesMembervmw:AviNetworksInc.Member2019-05-042019-08-020001124610vmw:AetherPalInc.Member2019-02-022019-05-030001124610vmw:AetherPalInc.Member2019-05-030001124610vmw:DevelopedTechnologyRightsAndCustomerRelationshipsMembervmw:AetherPalInc.Membersrt:MinimumMember2019-02-022019-05-030001124610srt:MaximumMembervmw:DevelopedTechnologyRightsAndCustomerRelationshipsMembervmw:AetherPalInc.Member2019-02-022019-05-03vmw:business0001124610us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember2019-08-032019-11-010001124610us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMembervmw:CompletedTechnologyMember2019-11-010001124610us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember2019-11-010001124610us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMembersrt:MinimumMembervmw:CompletedTechnologyMember2019-08-032019-11-010001124610srt:MaximumMemberus-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMembervmw:CompletedTechnologyMember2019-08-032019-11-010001124610vmw:HeptioMember2018-11-032019-02-010001124610vmw:HeptioMember2019-02-010001124610vmw:HeptioMember2019-02-022020-01-310001124610vmw:HeptioMember2020-02-012021-01-290001124610vmw:EquityAttributableToPostCombinationServicesMembervmw:HeptioMember2019-02-010001124610vmw:EquityAttributableToPostCombinationServicesMembervmw:HeptioMember2018-11-032019-02-010001124610vmw:CloudHealthTechnologiesMember2018-08-042018-11-0200011246102018-11-02vmw:asset_acquisition00011246102018-02-032018-05-040001124610us-gaap:DevelopedTechnologyRightsMember2018-02-032018-05-040001124610us-gaap:AccountingStandardsUpdate201602Memberus-gaap:LeasesAcquiredInPlaceMember2019-02-020001124610srt:WeightedAverageMemberus-gaap:DevelopedTechnologyRightsMember2020-02-012021-01-290001124610us-gaap:DevelopedTechnologyRightsMember2021-01-290001124610srt:WeightedAverageMemberus-gaap:CustomerRelationshipsMember2020-02-012021-01-290001124610us-gaap:CustomerRelationshipsMember2021-01-290001124610srt:WeightedAverageMemberus-gaap:TrademarksAndTradeNamesMember2020-02-012021-01-290001124610us-gaap:TrademarksAndTradeNamesMember2021-01-290001124610srt:WeightedAverageMemberus-gaap:OtherIntangibleAssetsMember2020-02-012021-01-290001124610us-gaap:OtherIntangibleAssetsMember2021-01-290001124610srt:WeightedAverageMemberus-gaap:DevelopedTechnologyRightsMember2019-02-022020-01-310001124610us-gaap:DevelopedTechnologyRightsMember2020-01-310001124610srt:WeightedAverageMemberus-gaap:CustomerRelationshipsMember2019-02-022020-01-310001124610us-gaap:CustomerRelationshipsMember2020-01-310001124610srt:WeightedAverageMemberus-gaap:TrademarksAndTradeNamesMember2019-02-022020-01-310001124610us-gaap:TrademarksAndTradeNamesMember2020-01-310001124610srt:WeightedAverageMemberus-gaap:OtherIntangibleAssetsMember2019-02-022020-01-310001124610us-gaap:OtherIntangibleAssetsMember2020-01-31vmw:position0001124610us-gaap:EmployeeSeveranceMember2020-02-012021-01-290001124610us-gaap:EmployeeSeveranceMember2019-02-022020-01-310001124610us-gaap:EmployeeSeveranceMember2020-01-310001124610us-gaap:EmployeeSeveranceMember2021-01-290001124610us-gaap:EmployeeSeveranceMember2019-02-010001124610us-gaap:CommonClassAMemberus-gaap:EmployeeStockOptionMember2020-02-012021-01-290001124610us-gaap:CommonClassAMemberus-gaap:EmployeeStockOptionMember2019-02-022020-01-310001124610us-gaap:CommonClassAMemberus-gaap:EmployeeStockOptionMember2018-02-032019-02-010001124610us-gaap:CommonClassAMemberus-gaap:RestrictedStockUnitsRSUMember2020-02-012021-01-290001124610us-gaap:CommonClassAMemberus-gaap:RestrictedStockUnitsRSUMember2019-02-022020-01-310001124610us-gaap:CommonClassAMemberus-gaap:RestrictedStockUnitsRSUMember2018-02-032019-02-010001124610us-gaap:CommonClassAMember2020-02-012021-01-290001124610us-gaap:CommonClassAMember2019-02-022020-01-310001124610us-gaap:CommonClassAMember2018-02-032019-02-010001124610us-gaap:MoneyMarketFundsMember2021-01-290001124610us-gaap:BankTimeDepositsMember2021-01-290001124610us-gaap:MoneyMarketFundsMember2020-01-310001124610us-gaap:BankTimeDepositsMember2020-01-31vmw:debt_instrument0001124610us-gaap:SeniorNotesMember2020-04-070001124610us-gaap:SeniorNotesMember2020-04-072020-04-070001124610us-gaap:SeniorNotesMembervmw:NoteDueAugust2020Member2020-01-310001124610us-gaap:SeniorNotesMembervmw:NoteDueAugust2020Member2021-01-290001124610us-gaap:SeniorNotesMembervmw:NoteDueAugust2022Member2021-01-290001124610us-gaap:SeniorNotesMembervmw:NoteDueAugust2022Member2020-01-310001124610us-gaap:SeniorNotesMembervmw:NoteDueAugust2027Member2020-01-310001124610us-gaap:SeniorNotesMembervmw:NoteDueAugust2027Member2021-01-290001124610us-gaap:SeniorNotesMembervmw:NoteDueMay152025Member2021-01-290001124610us-gaap:SeniorNotesMembervmw:NoteDueMay152025Member2020-01-310001124610us-gaap:SeniorNotesMembervmw:NoteDueMay152027Member2021-01-290001124610us-gaap:SeniorNotesMembervmw:NoteDueMay152027Member2020-01-310001124610us-gaap:SeniorNotesMembervmw:NoteDueMay152030Member2021-01-290001124610us-gaap:SeniorNotesMembervmw:NoteDueMay152030Member2020-01-310001124610us-gaap:SeniorNotesMember2021-01-290001124610us-gaap:SeniorNotesMember2020-01-310001124610us-gaap:SeniorNotesMembervmw:NoteDueAugust2020Member2020-05-112020-05-110001124610us-gaap:SeniorNotesMember2020-02-012021-01-290001124610us-gaap:SeniorNotesMember2019-02-022020-01-310001124610us-gaap:SeniorNotesMember2018-02-032019-02-010001124610us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2017-09-120001124610us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2017-09-122017-09-12vmw:extension0001124610us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-01-290001124610us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2020-01-310001124610us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2019-02-010001124610us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2017-09-080001124610us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2018-02-032019-02-010001124610us-gaap:UnsecuredDebtMembervmw:TermLoanMember2019-09-260001124610us-gaap:UnsecuredDebtMembervmw:TermLoanMember2019-02-022020-01-310001124610us-gaap:UnsecuredDebtMembervmw:TermLoanMember2020-01-310001124610us-gaap:UnsecuredDebtMembervmw:TermLoanMember2020-08-012020-10-300001124610us-gaap:UnsecuredDebtMembervmw:TermLoanMember2020-02-012021-01-290001124610us-gaap:UnsecuredDebtMembervmw:TermLoanMember2019-02-022020-01-310001124610us-gaap:MoneyMarketFundsMemberus-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2021-01-290001124610us-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMemberus-gaap:CashAndCashEquivalentsMember2021-01-290001124610us-gaap:MoneyMarketFundsMemberus-gaap:CashAndCashEquivalentsMember2021-01-290001124610us-gaap:BankTimeDepositsMemberus-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2021-01-290001124610us-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMemberus-gaap:CashAndCashEquivalentsMember2021-01-290001124610us-gaap:BankTimeDepositsMemberus-gaap:CashAndCashEquivalentsMember2021-01-290001124610us-gaap:CashEquivalentsMemberus-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2021-01-290001124610us-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMemberus-gaap:CashAndCashEquivalentsMember2021-01-290001124610us-gaap:CashEquivalentsMemberus-gaap:CashAndCashEquivalentsMember2021-01-290001124610us-gaap:ShortTermInvestmentsMemberus-gaap:FairValueInputsLevel1Member2021-01-290001124610us-gaap:FairValueInputsLevel2Memberus-gaap:ShortTermInvestmentsMember2021-01-290001124610us-gaap:ShortTermInvestmentsMember2021-01-290001124610us-gaap:MoneyMarketFundsMemberus-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2020-01-310001124610us-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMemberus-gaap:CashAndCashEquivalentsMember2020-01-310001124610us-gaap:MoneyMarketFundsMemberus-gaap:CashAndCashEquivalentsMember2020-01-310001124610us-gaap:BankTimeDepositsMemberus-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2020-01-310001124610us-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMemberus-gaap:CashAndCashEquivalentsMember2020-01-310001124610us-gaap:BankTimeDepositsMemberus-gaap:CashAndCashEquivalentsMember2020-01-310001124610us-gaap:CashEquivalentsMemberus-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2020-01-310001124610us-gaap:FairValueInputsLevel2Memberus-gaap:CashEquivalentsMemberus-gaap:CashAndCashEquivalentsMember2020-01-310001124610us-gaap:CashEquivalentsMemberus-gaap:CashAndCashEquivalentsMember2020-01-310001124610us-gaap:FairValueInputsLevel2Memberus-gaap:MajorityShareholderMemberus-gaap:NotesPayableOtherPayablesMember2021-01-290001124610us-gaap:FairValueInputsLevel2Memberus-gaap:MajorityShareholderMemberus-gaap:NotesPayableOtherPayablesMember2020-01-310001124610us-gaap:SeniorNotesMemberus-gaap:FairValueInputsLevel2Member2021-01-290001124610us-gaap:SeniorNotesMemberus-gaap:FairValueInputsLevel2Member2020-01-310001124610us-gaap:FairValueInputsLevel1Member2020-02-012021-01-290001124610us-gaap:FairValueInputsLevel1Member2019-02-022020-01-310001124610us-gaap:DesignatedAsHedgingInstrumentMembersrt:MaximumMemberus-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2020-02-012021-01-290001124610us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2021-01-290001124610us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2020-01-310001124610us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2020-02-012021-01-290001124610us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2021-01-290001124610us-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMember2020-01-310001124610vmw:EquipmentAndSoftwareMember2021-01-290001124610vmw:EquipmentAndSoftwareMember2020-01-310001124610us-gaap:BuildingAndBuildingImprovementsMember2021-01-290001124610us-gaap:BuildingAndBuildingImprovementsMember2020-01-310001124610us-gaap:FurnitureAndFixturesMember2021-01-290001124610us-gaap:FurnitureAndFixturesMember2020-01-310001124610us-gaap:ConstructionInProgressMember2021-01-290001124610us-gaap:ConstructionInProgressMember2020-01-310001124610vmw:CirbaInc.Vs.VMwareMember2019-02-022020-01-310001124610us-gaap:ForeignCountryMembercountry:IE2019-05-042019-08-0200011246102019-08-0200011246102020-10-300001124610us-gaap:InternalRevenueServiceIRSMember2021-01-290001124610us-gaap:StateAndLocalJurisdictionMember2021-01-290001124610us-gaap:ForeignCountryMember2021-01-290001124610us-gaap:InternalRevenueServiceIRSMember2020-01-310001124610us-gaap:StateAndLocalJurisdictionMember2020-01-310001124610us-gaap:ForeignCountryMember2020-01-310001124610us-gaap:ResearchMember2021-01-290001124610us-gaap:ResearchMember2020-01-310001124610us-gaap:ResearchMemberus-gaap:StateAndLocalJurisdictionMemberstpr:CA2021-01-290001124610us-gaap:ResearchMemberus-gaap:StateAndLocalJurisdictionMemberstpr:CA2020-01-310001124610us-gaap:CapitalLossCarryforwardMemberus-gaap:ForeignCountryMember2021-01-290001124610us-gaap:CapitalLossCarryforwardMemberus-gaap:ForeignCountryMember2020-01-310001124610vmw:StateNetOperatingLossCarryforwardsStateRDTaxCreditsCapitalLossesandCertainnonU.S.NetOperatingLossesMember2021-01-290001124610vmw:StateNetOperatingLossCarryforwardsStateRDTaxCreditsCapitalLossesandCertainnonU.S.NetOperatingLossesMember2020-01-310001124610us-gaap:MajorityShareholderMembervmw:TaxSharingAgreementMember2020-02-012021-01-290001124610us-gaap:MajorityShareholderMembervmw:TaxSharingAgreementMember2019-02-022020-01-310001124610us-gaap:MajorityShareholderMembervmw:TaxSharingAgreementMember2018-02-032019-02-010001124610us-gaap:MajorityShareholderMember2020-02-012021-01-290001124610us-gaap:MajorityShareholderMember2019-02-022020-01-310001124610us-gaap:MajorityShareholderMembervmw:PivotalMembervmw:TaxSharingAgreementMember2019-08-012019-08-310001124610us-gaap:MajorityShareholderMembervmw:PivotalMembervmw:TaxSharingAgreementMember2018-02-032019-02-010001124610us-gaap:CommonClassBMember2020-02-012021-01-290001124610vmw:ConversionfromClassBCommonStockintoClassACommonStockMemberus-gaap:CommonClassAMember2021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMember2019-06-252019-06-250001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMember2021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMembervmw:SeriesofBusinessAcquisitionsMember2020-02-012021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:RestrictedStockMemberus-gaap:CommonClassAMembersrt:MinimumMember2020-02-012021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:RestrictedStockMembersrt:MaximumMemberus-gaap:CommonClassAMember2020-02-012021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:RestrictedStockMemberus-gaap:CommonClassAMember2020-02-012021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:EmployeeStockOptionMemberus-gaap:CommonClassAMember2020-02-012021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:EmployeeStockOptionMemberus-gaap:CommonClassAMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2020-02-012021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:EmployeeStockOptionMemberus-gaap:CommonClassAMembersrt:MinimumMember2020-02-012021-01-290001124610vmw:VMware2007EquityandIncentivePlanMembersrt:MaximumMemberus-gaap:EmployeeStockOptionMemberus-gaap:CommonClassAMember2020-02-012021-01-290001124610us-gaap:RestrictedStockMembervmw:PivotalEquityPlanMember2019-02-022019-11-300001124610us-gaap:EmployeeStockOptionMembervmw:PivotalEquityPlanMember2019-02-022019-11-300001124610us-gaap:CommonClassAMember2020-07-150001124610us-gaap:CommonClassAMember2019-05-290001124610us-gaap:CommonClassAMember2017-08-140001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMember2020-02-012021-01-290001124610us-gaap:CommonClassAMembersrt:MinimumMemberus-gaap:PerformanceSharesMember2020-02-012021-01-290001124610srt:MaximumMemberus-gaap:CommonClassAMemberus-gaap:PerformanceSharesMember2020-02-012021-01-290001124610us-gaap:RestrictedStockMembervmw:PivotalEquityPlanMember2020-02-012021-01-290001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:VMwareRSUsMember2018-02-020001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:PivotalRSUsMember2018-02-020001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:VMwareRSUsMember2018-02-032019-02-010001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:PivotalRSUsMember2018-02-032019-02-010001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:VMwareRSUsMember2019-02-010001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:PivotalRSUsMember2019-02-010001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:VMwareRSUsMember2019-02-022020-01-310001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:PivotalRSUsMember2019-02-022020-01-310001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:VMwareRSUsMember2020-01-310001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:PivotalRSUsMember2020-01-310001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:VMwareRSUsMember2020-02-012021-01-290001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:VMwareRSUsMember2021-01-290001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:PivotalMembervmw:VMwareRSUsMember2020-02-012021-01-290001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:PivotalEquityPlanMember2020-02-012021-01-290001124610us-gaap:RestrictedStockMember2020-02-012021-01-290001124610us-gaap:RestrictedStockUnitsRSUMember2021-01-290001124610us-gaap:PerformanceSharesMember2021-01-290001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMember2019-02-022020-01-310001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMember2018-02-032019-02-010001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMember2021-01-290001124610us-gaap:RestrictedStockMemberus-gaap:CommonClassAMembervmw:PivotalEquityPlanMember2019-02-022019-11-300001124610us-gaap:CommonClassAMembervmw:VMwareEmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2019-06-252019-06-250001124610us-gaap:CommonClassAMembervmw:VMwareEmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2021-01-290001124610us-gaap:CommonClassAMembervmw:VMwareEmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2020-02-012021-01-290001124610us-gaap:CommonClassAMembervmw:VMwareEmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2019-02-022020-01-310001124610us-gaap:CommonClassAMembervmw:VMwareEmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2018-02-032019-02-010001124610us-gaap:CommonClassAMembervmw:VMwareEmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2020-01-310001124610us-gaap:CommonClassAMembervmw:VMwareEmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2019-02-010001124610us-gaap:CommonClassAMemberus-gaap:EmployeeStockMembervmw:PivotalEmployeeStockPurchasePlanMember2019-02-022019-11-300001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMember2018-02-020001124610us-gaap:CommonClassAMembervmw:PivotalEquityPlanMember2018-02-020001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMember2018-02-032019-02-010001124610us-gaap:CommonClassAMembervmw:PivotalEquityPlanMember2018-02-032019-02-010001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMember2019-02-010001124610us-gaap:CommonClassAMembervmw:PivotalEquityPlanMember2019-02-010001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMember2019-02-022020-01-310001124610us-gaap:CommonClassAMembervmw:PivotalEquityPlanMember2019-02-022020-01-310001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMember2020-01-310001124610us-gaap:CommonClassAMembervmw:PivotalEquityPlanMember2020-01-310001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMember2020-02-012021-01-290001124610vmw:VMware2007EquityandIncentivePlanMemberus-gaap:CommonClassAMembervmw:PivotalMember2019-02-022020-01-310001124610us-gaap:CommonClassAMembervmw:PivotalMembervmw:PivotalEquityPlanMember2019-02-022020-01-310001124610us-gaap:EmployeeStockOptionMembervmw:PivotalEquityPlanMember2019-02-022020-01-310001124610vmw:VMware2007EquityandIncentivePlanMember2021-01-290001124610vmw:VMware2007EquityandIncentivePlanMember2020-02-012021-01-290001124610us-gaap:CommonClassAMembervmw:PivotalEquityPlanMember2020-02-012021-01-290001124610us-gaap:EmployeeStockOptionMember2020-02-012021-01-290001124610us-gaap:EmployeeStockOptionMember2019-02-022020-01-310001124610us-gaap:EmployeeStockOptionMember2018-02-032019-02-010001124610vmw:PivotalEquityPlanMember2018-02-032019-02-010001124610us-gaap:EmployeeStockOptionMembervmw:PivotalEquityPlanMember2018-02-032019-02-010001124610us-gaap:EmployeeStockMember2020-02-012021-01-290001124610us-gaap:EmployeeStockMember2019-02-022020-01-310001124610us-gaap:EmployeeStockMember2018-02-032019-02-010001124610us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2019-02-010001124610us-gaap:AccumulatedTranslationAdjustmentMember2019-02-010001124610us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2019-02-022020-01-310001124610us-gaap:AccumulatedTranslationAdjustmentMember2019-02-022020-01-310001124610us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-01-310001124610us-gaap:AccumulatedTranslationAdjustmentMember2020-01-310001124610us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-02-012021-01-290001124610us-gaap:AccumulatedTranslationAdjustmentMember2020-02-012021-01-290001124610us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-01-290001124610us-gaap:AccumulatedTranslationAdjustmentMember2021-01-29vmw:segment0001124610vmw:LicenseAndSubscriptionAndSaaSRevenueMember2020-02-012021-01-290001124610vmw:LicenseAndSubscriptionAndSaaSRevenueMember2019-02-022020-01-310001124610vmw:LicenseAndSubscriptionAndSaaSRevenueMember2018-02-032019-02-010001124610vmw:ServicesSoftwareMaintenanceMember2020-02-012021-01-290001124610vmw:ServicesSoftwareMaintenanceMember2019-02-022020-01-310001124610vmw:ServicesSoftwareMaintenanceMember2018-02-032019-02-010001124610vmw:ServicesProfessionalMember2020-02-012021-01-290001124610vmw:ServicesProfessionalMember2019-02-022020-01-310001124610vmw:ServicesProfessionalMember2018-02-032019-02-010001124610country:US2020-02-012021-01-290001124610country:US2019-02-022020-01-310001124610country:US2018-02-032019-02-010001124610us-gaap:NonUsMember2020-02-012021-01-290001124610us-gaap:NonUsMember2019-02-022020-01-310001124610us-gaap:NonUsMember2018-02-032019-02-010001124610country:US2021-01-290001124610country:US2020-01-310001124610us-gaap:NonUsMember2021-01-290001124610us-gaap:NonUsMember2020-01-310001124610country:USvmw:AssetsBenchmarkMemberus-gaap:GeographicConcentrationRiskMember2020-02-012021-01-290001124610vmw:AssetsBenchmarkMembercountry:INus-gaap:GeographicConcentrationRiskMember2020-02-012021-01-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2021
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)
_______________________________________________________
Delaware94-3292913
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stockVMWNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes      No  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes No  
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 filerAccelerated filer
Non-accelerated filerSmaller 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.     
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 July 31, 2020, the aggregate market value of the registrant’s Class A common stock held by non-affiliates of the registrant (based upon the closing sale price of such shares on the New York Stock Exchange on July 31, 2020) was approximately $11.4 billion. Shares of the registrant’s Class A common stock and Class B common stock held by each executive officer and director and by each entity or person, other than investment companies, that, to the registrant’s knowledge, owned 5% or more of the registrant’s outstanding Class A common stock as of July 31, 2020 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 16, 2021, the number of shares of common stock, par value $0.01 per share, of the registrant outstanding was 419,232,986, of which 112,011,150 shares were Class A common stock and 307,221,836 were Class B common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2021. The Proxy Statement will be filed by the registrant with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended January 29, 2021.



TABLE OF CONTENTS
  Page
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Financial Statements and Supplementary Data
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
VMware, vSphere, VMware vSAN, NSX, vRealize, Tanzu, vCloud, vCenter, Workspace ONE, Horizon, Pivotal, Bitnami, Heptio, Wavefront, Carbon Black, VMworld, vForum, Connect, SpringOne, vCenter Server, vMotion, AirWatch, ESX, VeloCloud, Nyansa, CloudHealth, SaltStack, Datrium, Lastline, Avi Networks, and AetherPal 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.
2


Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements. All statements other than statements of historical fact could be deemed forward-looking statements, and words such as “expect,” “anticipate,” “target,” “goal,” “project,” “intent,” “plan,” “believe,” “momentum,” “seek,” “estimate,” “continue,” “potential,” “future,” “endeavor,” “will,” “may,” “should,” “could,” “depend,” “predict,” and variations or the negative expression of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this report include, but are not limited to, statements relating to expected industry trends and conditions; future financial performance, trends or plans; anticipated impacts of developments in accounting rules and tax laws and rates; VMware’s expectations regarding the timing of tax payments and the impacts of changes in VMware’s corporate structure and alignment; plans for and anticipated benefits of VMware products, services and solutions and partner and alliance relationships; plans for, timing of and anticipated impacts and benefits of corporate transactions, acquisitions, stock repurchases and investment activities; the outcome or impact of pending litigation, claims or disputes; the impact of the COVID-19 pandemic on the global economy as well as our business operations, financial performance, results of operations and stock price; future plans with respect to Dell’s ownership interest in us, including any possible spin-off of its ownership to Dell stockholders and any potential related transactions, such as a special cash dividend to be paid by us and the sources of funding for any such special cash dividend; and any statements of assumptions underlying any of the foregoing. These statements are based on current expectations about the industries in which VMware operates and the beliefs and assumptions of management. These forward-looking statements involve risks and uncertainties and the cautionary statements set forth above and those contained in the section of this report entitled “Risk Factors” identify important factors that could cause actual results to differ materially from those predicted in any such forward-looking statements. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof. We assume no obligation to, and do not currently intend to, update these forward-looking statements.
3


Risk Factor Summary
VMware is subject to various risks as set forth in Part I, Item 1A of this Annual Report on Form 10-K, including:
Operation of Business and Strategic Risks
A significant decrease in demand for our server virtualization products would adversely affect our operating results.
Our subscription and SaaS offerings, which constitute a growing portion of our business, and our initiatives to extend our data center virtualization and container platforms into the public cloud, involve various risks.
Our success depends upon our ability to adapt our business and pricing models to a subscription and SaaS model appropriately.
We face intense competition.
Our success depends increasingly on customer acceptance of our newer products and services.
Competition for our highly skilled employees is intense and costly.
The loss of key management personnel could harm our business.
Our current research and development efforts may not produce significant revenue.
Acquisitions and divestitures could materially harm our business and operating results.
Disruptions to our distribution channels, including our various routes to market through Dell, could harm our business.
The evolution of our business requires more complex go-to-market strategies.
We may not be able to respond to rapid technological changes with new solutions and services offerings.
We operate a global business that exposes us to additional risks.
Our success depends on the interoperability of our products and services with those of other companies.
Failure to effectively manage our product and service lifecycles could harm our business.
Financial Risks
Our operating results may fluctuate significantly.
Adverse economic conditions may harm our business.
We have outstanding indebtedness and may incur other debt in the future, which may adversely affect our financial condition and future financial results.
Our operating results may be adversely impacted by exposure to additional tax liabilities and higher than expected tax rates.
Security Risks
Cybersecurity breaches of our systems or the systems of our vendors, partners and suppliers could materially harm our business.
Our products and services are highly technical and may contain or be subject to other suppliers’ errors, defects or security vulnerabilities.
Problems with our information systems could interfere with our business and could adversely impact our operations.
Legal and Compliance Risks
We are involved in litigation, investigations and regulatory inquiries and proceedings that could negatively affect us.
We may not be able to adequately protect our intellectual property rights.
Actual or perceived non-compliance with privacy and data protection laws, regulations and standards could adversely impact our business.
Our use of “open source” software in our products could negatively affect our ability to sell our products and subject us to litigation.
If we fail to comply with government contracting regulations, our business could be adversely affected.
4


Risks Related to Our Relationship with Dell
Our relationship with Dell may adversely impact our business and stock price.
Holders of our Class A common stock have limited ability to influence matters requiring stockholder approval.
Dell has the ability to prevent us from taking actions that might be in our best interest.
Dell has the ability to prevent a change-in-control transaction and may sell control of VMware without benefiting other stockholders.
If Dell’s level of ownership significantly increases, Dell could unilaterally effect a merger of VMware into Dell without a vote of VMware stockholders or the VMware Board of Directors at a price per share that might not reflect a premium to then-current market prices.
We engage in related persons transactions with Dell that may divert our resources, create opportunity costs and prove to be unsuccessful.
Our business and Dell’s businesses overlap, and Dell may compete with us.
Dell’s competition in certain markets may affect our ability to build and maintain partnerships.
We could be held liable for the tax liabilities of other members of Dell’s consolidated tax group, and our tax liabilities may increase, fluctuate more widely and be less predictable.
We have limited ability to resolve favorably any disputes that arise between us and Dell.
Some of our directors have potential conflicts of interest with Dell.
We are a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, are relying on exemptions from certain corporate governance requirements that provide protection to stockholders of companies that are not “controlled companies.”
Dell’s ability to control our board of directors may make it difficult for us to recruit independent directors.
Our historical financial information as a majority-owned subsidiary may not be representative of the results of a completely independent public company.
Risks Related to Owning Our Class A Common Stock
The price of our Class A common stock has fluctuated significantly in recent years and may fluctuate significantly in the future.
Anti-takeover provisions in Delaware law and our charter documents could discourage takeover attempts.
General Risks
We are exposed to foreign exchange risks.
If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings.
Securities or industry analysts may change their recommendations regarding our stock adversely.
Changes in accounting principles and guidance could result in unfavorable accounting charges or effects.
Natural disasters, catastrophic events or geo-political conditions could disrupt our business.
Climate change may have a long-term negative impact on our business.
5

PART I
ITEM 1.    BUSINESS
Overview
VMware, Inc. (“VMware”) 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 businesses through a digital transformation. To take on these challenges, we are working with customers in the areas of hybrid and multi-cloud, virtual cloud networking, digital workspaces, modern applications and intrinsic security. Our software provides a flexible digital foundation to enable customers in their digital transformation.
Our portfolio supports and addresses the key IT priorities of our customers, including accelerating their cloud journey, modernizing their applications, empowering digital workspaces, transforming networking and embracing intrinsic security. We enable customers to digitally transform their operations as they ready their applications, infrastructure and employees for constantly evolving business needs.
We incorporated in Delaware in 1998, were acquired by EMC Corporation (“EMC”) in 2004 and conducted our initial public offering of our Class A common stock in August 2007. In September 2016, Dell Technologies Inc. (“Dell”) acquired EMC. As a result, EMC became a wholly owned subsidiary of Dell, and we became an indirectly held, majority-owned subsidiary of Dell. In December 2019, we acquired Pivotal Software, Inc., a subsidiary of Dell. We are considered a “controlled company” under the rules of the New York Stock Exchange (“NYSE”). As of January 29, 2021, Dell controlled approximately 80.6% of our outstanding common stock, including 31 million shares of our Class A common stock and all of our Class B common stock.
We refer to our fiscal years ended January 28, 2022, January 29, 2021 and January 31, 2020 as “fiscal 2022,” “fiscal 2021” and “fiscal 2020,” respectively.
Total revenue in fiscal 2021 increased 9% to $11.8 billion. Total revenue is comprised of license revenue of $3.0 billion, subscription and SaaS revenue of $2.6 billion and services revenue of $6.1 billion. As customers shift from our on-premises offerings to our cloud-based offerings, license revenue may be lower and subject to greater fluctuation in the future, driven by a higher percentage of cloud-based offerings being sold.
Our corporate headquarters are located at 3401 Hillview Avenue, Palo Alto, California, and we have 127 offices worldwide.
Products and Technology Solutions
Our multi-cloud, virtual cloud networking, digital workspace, application modernization and intrinsic security solutions form a flexible, consistent digital foundation on which to build, run, manage, connect and protect applications, anywhere.
Multi-Cloud
The VMware Multi-Cloud Solution provides infrastructure products and services to customers to create a common operating environment based on VMware Cloud Foundation that extends from on-premises data centers to cloud to edge.
VMware vSphere (“vSphere”), VMware vSAN (“ vSAN”), VMware NSX (“NSX”) and vRealize Cloud Management are foundational products that provide solutions to our customers. VMware Cloud Foundation (“VCF”) is a hybrid cloud platform that combines our vSphere, vSAN and NSX offerings with vRealize Cloud Management into an integrated stack that delivers developer-ready cloud infrastructure for private and public clouds. VMware Cloud Foundation software can be consumed as a software-only solution on customers’ choice of hardware, as an integrated system pre-installed at the factory such as Dell EMC VxRail (“VxRail”) or as a service on leading public clouds including Amazon Web Services (“AWS”), Azure, Google Cloud, IBM Cloud and Oracle.
vSphere, our flagship data center infrastructure offering, utilizes our hypervisor software and provides the fundamental compute layer for customer environments. A “hypervisor” is a layer of software that resides between the operating system and system hardware to enable compute virtualization. We continue to build on vSphere with VMware Tanzu solutions, which provides a simple way for vSphere customers globally to get started with Kubernetes and modernize their workloads running on vSphere.
vSAN and VxRail products offer cost-effective, holistic data storage and protection options to all applications running on vSphere. These products are applicable to hyperconverged infrastructure as well as traditional infrastructure solutions and enable customers to deploy on a broad range of hardware solutions. Our vSAN offering creates simple, shared storage designed
6

for virtual machines. VxRail is a hyperconverged infrastructure solution comprised of a fully integrated and pre-configured Dell EMC appliance powered by vSAN and vSphere software.
vRealize Cloud Management solutions–available as a service or on-premises offerings–help customers manage hybrid and multi-cloud environments running in both virtual machines and containers. VMware cloud management offerings optimize cloud usage and costs, automate the deployment, management and migration of applications and data, improve cloud security and compliance, and monitor application and cloud infrastructure. Key products in the VMware cloud management product portfolio include CloudHealth by VMware, vRealize Automation, vRealize Operations, VMware vRealize Suite and VMware vCloud Suite. VMware vRealize Cloud Universal, which was launched in fiscal 2021, is a single offering that combines VMware’s SaaS and on-premises cloud management capabilities with the flexibility to move between the two as needed.
VCF extends to multi-cloud through VMware Cloud on AWS and VMware Cloud on Dell EMC offerings; hyperscaler public cloud services including Azure VMware Solution, Google Cloud VMware Engine, IBM Cloud for VMware Solutions and Oracle Cloud VMware Solution; and VMware Cloud Verified Providers.
VMware Cloud Providers—a key component of our strategic priority to support multi-cloud, this global ecosystem of more than 4,300 cloud providers in over 120 countries that provide VMware-based cloud services. Our VMware Cloud Provider offerings are directed at traditional hosting partners, regional cloud providers and local and global managed service providers. VMware Cloud Providers give organizations the flexibility to choose between running applications in virtual machines, containers or both on their own private clouds inside their data center or on public clouds hosted and managed by a VMware cloud provider. IBM was our first cloud provider partner to offer VCF as a service, enabling their customers to leverage our technologies on IBM Cloud in their worldwide cloud data centers.
VMware Cloud on AWS—an integrated hybrid cloud solution that extends on-premises vSphere environments to a VMware Software-Defined Data Center (“SDDC”) running on Amazon Elastic Compute Cloud (Amazon EC2). Jointly engineered by VMware and AWS, this on-demand service enables IT teams to seamlessly extend, migrate and manage their cloud-based resources with familiar VMware tools, minimizing the difficulty of learning new skills or utilizing new tools. VMware Cloud on AWS integrates VMware’s flagship compute, storage and network virtualization products (vSphere, vSAN and NSX), along with VMware vCenter management as well as robust disaster protection, and optimizes them to run on dedicated, elastic, Amazon EC2 bare-metal infrastructure that is fully integrated as part of the AWS Cloud. This service is delivered and supported by us and our partner community. This service is sold by VMware, AWS and their respective partner networks. It is available in 17 global AWS regions (including the AWS GovCloud US-West region).
VMware Cloud on Dell EMC—a fully managed on-premises local cloud as a service offering providing customers with a hybrid cloud experience that combines the simplicity and agility of the public cloud with the security and control of on-premises infrastructure. VMware Cloud on Dell EMC addresses a broad set of customer use cases, including workloads that require local data processing, latency sensitive applications and regulated and sovereign workloads.
Virtual Cloud Network
We offer a complete portfolio of Layer 2-7 virtual networking and security solutions that deliver innovative software-based capabilities for switching, routing, firewalling, load balancing, service mesh and SD-WAN for enterprise and Telco/5G environments. These virtual cloud networking solutions enable customers to connect and protect all workloads running on bare metal, containers, and virtual machines, in data centers, multi-cloud environments and the network edge. Adoption of VMware virtual cloud networking solutions is being driven by customers that are replacing legacy, hardware-based network, and security infrastructure, such as firewalls and load balancers, and expensive dedicated wide-area network links.
Key products within networking solutions include:
VMware NSX—our network virtualization platform that abstracts physical networks and greatly simplifies the provisioning and consumption of networking and security resources. NSX can be layered into any environment, integrates with many automation, security and container solutions and is an integral part of our key offerings, including VCF and VMware Cloud on AWS.
VMware Service-defined Firewall—a distributed, scale-out internal firewall purpose-built to protect East-West traffic across multi-cloud environments spanning virtualized, containerized, and bare metal workloads. The Service-defined Firewall builds complete stateful Layer 7 security controls, including Advanced Threat Protection, into the infrastructure entirely in software, to eliminate blind spots and prevent lateral movement of threats while providing the control isolation of an agentless architecture. This enables security teams to mitigate risk, enable compliance and simplify the deployment model and operations of firewalling every workload, at a fraction of the cost.
VMware SD-WAN—available as a service and as an on-premises software solution, delivers high-performance, reliable, and more secure access to cloud services, private data centers and SaaS-based enterprise applications for
7

remote workers and branch locations. Our SD-WAN solution serves as a platform for deploying virtual network services that integrate with local edge compute to manage and control application traffic from users and Internet-connected devices.
VMware SASE—network and security as a service with on-premises and endpoint software components, enables simple, agile, and more secure work from anywhere (office, home and mobile) connectivity. VMware SASE serves as a platform for deploying cloud-delivered network and security solutions and services (SD-WAN, Secure Access, Cloud Web Security, Edge Network Intelligence, etc.) that integrate with local edge compute to manage and control application traffic from users and Internet-connected devices.
VMware vRealize Network Insight—delivers intelligent operations and planning for software-defined networking and security across virtual, physical and multi-cloud environments.
VMware NSX Advanced Load Balancer (Avi Networks)—provides consistent, multi-cloud load balancing, web application firewall and application insights across data centers and public clouds for virtual machines, container, and bare-metal workloads.
Digital Workspace
Our digital workspace offerings enable our customers to more securely deliver access to applications and data for their end users from any device of the user’s choice and from any location. These offerings are designed to deliver simplicity and choice for end users, while providing more security and control to corporate IT organizations for corporate applications, data and endpoints.
Our complete digital workspace solution is VMware Workspace ONE (“Workspace ONE”), the platform that more securely delivers and manages any application on any device by integrating access control, application management and multi-platform endpoint management. Workspace ONE brings together Workspace ONE Unified Endpoint Management (“UEM”), Workspace ONE Access (“Access”) and VMware Horizon (“Horizon”), tied together with a common access control layer:
Workspace ONE UEM—a solution built to manage and help secure endpoints across all major operating systems from a single management console that includes a suite of productivity applications, enabling customers to more effectively manage, secure and benefit from “bring your own device” programs.  
Access—a cloud service that enables customers to continuously track device state, user details and authentication context to determine user and device risk, allow or deny access and require multi-factor authentication or a remediation for access.
Horizon—a virtual platform that provides a streamlined approach to delivering, protecting and managing virtual desktops and applications from one digital workspace, while containing costs and allowing end users to work anytime, anywhere and across any device.
While Workspace ONE UEM, Access and Horizon are also offered separately, together the complete Workspace ONE platform provides customers with a holistic digital workspace solution that combines identity, mobile management, employee productivity tools and application and desktop virtualization solutions. Through the continued expansion of our virtual desktop portfolio, we offer customers the opportunity to run virtual desktops as-a-service through multiple environments including the Azure platform, VMware Cloud on AWS and IBM Cloud.
Workspace ONE Intelligent Hub empowers employees to more securely access corporate apps and resources from “hire to retire.” IT can grant access to any application with single sign-on from a unified catalog, send informational and actionable notifications, and enable one-click contextual workflows with SaaS and backend applications on-the-go.
Application Modernization
VMware Tanzu, a family of products and services for modernizing applications and infrastructure, enables customers to deliver better software to production, continuously. The portfolio enables customers to build, run and manage modern applications on any cloud and simplifies the use of Kubernetes, an open source platform for managing containers, in a multi-cloud environment. The modern or cloud native applications allow businesses to bring new ideas to market faster and respond sooner to customer demands. VMware Tanzu uses cloud native patterns to build applications with microservices and APIs, and utilizing Kubernetes to simplify how these applications are deployed, observed and managed across on-premises, public clouds and edge. VMware Tanzu includes technologies acquired as part of our Pivotal, Bitnami, Heptio and Wavefront acquisitions.
Key offerings within application modernization include:
Tanzu Basic edition—an offering that simplifies Kubernetes distribution that can be embedded in vSphere, allowing enterprises to embrace Kubernetes as part of their existing infrastructure.
8

Tanzu Standard edition—an offering that simplifies the operation of Kubernetes distribution that can be deployed across on-premises, public clouds and edge with consistency, including an accompanying management plane to apply policy and security to all Kubernetes clusters, regardless of where they reside.
Tanzu Advanced edition—a modular offering that enables customers to adopt development, security, and operations practices. Tanzu Advanced edition includes capabilities to accelerate how applications are built and packaged from curated and secured images, distributed and updated, and managed at scale in multi-cloud deployments. Those applications are deployed using Kubernetes, across environments, and are centrally managed, with built-in observability, consistency and control.
Tanzu Application Service—a platform that allows enterprises to accelerate cloud-native software development, with managed access to native cloud services and portability to run across any clouds.
Tanzu Labs—a service that provides guidance and support to help customers modernize existing apps or build new, modern apps with agile development practices.
Intrinsic Security
We make security intrinsic by leveraging the infrastructure to provide visibility for apps, users and devices, and combining that with leading threat detection and response capabilities to deliver a unique (and better) approach to security. The VMware Carbon Black platform is at the center of the VMware security portfolio. VMware Carbon Black Cloud is a SaaS-delivered cloud native endpoint and workload protection platform.
Key products include: 
VMware Carbon Black Cloud Endpoint—consolidates multiple endpoint security capabilities using one lightweight agent and cloud console to ease analysis of the most complex attacks and simplify the automation of detection and response workflows. VMware Carbon Black Cloud identifies attackers’ changing behavior patterns, enabling customers to better detect, respond to and prevent emerging attacks. The endpoint protection platform includes next-generation antivirus, endpoint detection and response; managed detection, audit and remediation; and threat hunting and containment.
VMware Carbon Black Cloud Workload—delivers advanced protection purpose-built for better securing modern workloads to reduce the attack surface and strengthen security postures. The solution combines prioritized vulnerability reporting and foundational workload hardening with industry-leading prevention, detection and response capabilities to protect workloads running in virtualized private and hybrid cloud environments. VMware Carbon Black Cloud Workload is also tightly integrated with vSphere to provide agentless security that alleviates installation and management overhead and consolidates the collection or telemetry for multiple workload security use cases.
Technology Alliances
We have more than 900 technology partners with whom we bring offerings to the marketplace and over 4,500 active cloud and managed service provider partners. We classify our partners as follows:
Independent Hardware Vendors (“IHVs”)—we have established relationships with large system vendors, including Apple, Cisco, Fujitsu, Hitachi, HPE, IBM, Lenovo and Samsung for certification and co-development, and we continue to work closely with Dell. We also work closely with Intel, NVIDIA and other IHVs to provide input on product development to enable them to deliver hardware advancements that benefit virtualization users. We coordinate with the leading storage and networking vendors to ensure interoperability and enable our software to access their differentiated functionality.
Independent Software Vendors (“ISVs”)—we partner with leading systems management, infrastructure software and application software vendors, including healthcare, telecom, finance and retail leaders, to deliver value-added products that integrate with our products.
VMware Cloud Providers—we have established partnerships with over 4,500 active cloud and managed service providers, including Microsoft, Google, Oracle, Lumen, Fujitsu, IBM, KPN, NTT, OVH, Rackspace, Softbank, Telefonica, Tieto and Virtustream supporting our multi-cloud strategy. These partners leverage our cloud technologies to host and deliver enterprise-class cloud services for enterprises to extend their data centers to external clouds, while preserving security, compliance and quality of service.
In addition to our base of active partnerships with cloud providers, we have a strategic alliance with AWS to build and deliver an integrated hybrid offering, VMware Cloud on AWS, that enables customers to run applications across vSphere-based private, public and multi-cloud environments.
Our Technology Alliance Partner (“TAP”) program facilitates collaborative solution creation and coordinated go-to-market activities for our more than 900 technology partner ecosystem. Created exclusively for IHV and ISV partners, the TAP program
9

gives technology partners the ability to test, integrate and package application software, infrastructure and hardware products with our products and services offerings—on premises or in the cloud.
Our ISVs and other alliance partners, developers and additional VMware community members continue to distribute software applications as virtual appliances. We invest significant capital in testing and certification of infrastructure to rigorously ensure our software is compatible with major hardware and software products.
Research and Development
We have made, and expect to continue to make, significant investments in research and development (“R&D”). We have assembled an experienced group of developers with expertise in software-defined data centers, hybrid and multiple public clouds, the modernization, migration and management of applications, networking, security, and digital workspaces. We also have strong ties to leading academic institutions around the world, and we invest in joint research with academia.
We prioritize our product development efforts through a combination of engineering-driven innovation and customer- and market-driven feedback. Our R&D culture places a high value on innovation, quality and open collaboration with our partners. We currently participate in numerous standards groups, and our employees hold a variety of standards organization leadership positions.
We continue to invest in our key growth areas while also investing in areas that we expect to be significant growth drivers in future periods.
Sales and Marketing
We have a highly leveraged go-to-market strategy that includes a direct sales force, including a specialized sales force for our key growth offerings, and our channel and cloud partners.
We have established ongoing business relationships with our distributors. Our distributors purchase software licenses and software support from us for resale to end-user customers via resellers. These resellers are part of our VMware Partner Connect (formerly known as VMware Partner Network), a program which offers resellers pricing incentives, rebates, sales and product training through the VMware Partner Connect web portal, and access to the worldwide network of VMware distributors. In addition, our channel partner network includes certain systems integrators and resellers trained and certified to deliver consulting services and solutions leveraging our products. Our channel network also includes partners that host our products and deliver them as a service to customers.
We generally do not have long-term contracts or minimum-purchase commitments with our distributors, resellers, system vendors and systems integrators, and our contracts with these channel partners do not prohibit them from offering products or services that compete with ours.
End users can purchase the full breadth of our subscription, SaaS, perpetual license, and services portfolio through discrete purchases to meet their immediate needs or through the adoption of enterprise agreements (“EAs”). Both of which provide access to a range of flexible purchasing programs. EAs are comprehensive offerings that may include license and subscription and SaaS, offered both directly by us and through certain channel partners that also provide for multi-year maintenance and support. EAs enable us to build long-term relationships with our customers as they commit to our virtual infrastructure solutions. Our sales cycle can vary greatly depending on numerous factors, including the size and complexity of the proposed offering and customer’s infrastructure footprint.
In establishing list prices for our products, we take into account, among other numerous factors, the value our products and solutions deliver and the cost of alternative virtualization, end-user computing and hardware solutions.
Our marketing efforts focus on communicating the benefits of our solutions and educating our customers and users, distributors, resellers, system vendors, systems integrators, the media and analysts about the advantages of our innovative offerings. We raise awareness of our company and brands, market our products and generate sales leads through VMware and industry events, public relations efforts, marketing materials, advertising, direct marketing, social media initiatives, free downloads and trials, and our website. We have invested in multiple online communities that enable customers and partners to share and discuss sales and development resources, best practices implementation and industry trends among other topics. Our annual user conferences, VMworld, vForum, Connect and SpringOne are held globally. We also offer management presentations, seminars and webinars on our solutions and services. We believe the combination of these activities strengthens our brand and enhances our leading positions in the industries in which we compete.
We continue joint marketing, sales, branding and product development efforts with Dell and other Dell companies to enhance the collective value we deliver to our mutual customers. Our collective business with Dell continued to create synergies that benefited our sales during fiscal 2021. Bookings through Dell sales channels have grown more rapidly than through non-Dell resellers and distributors, and Dell sales channels in aggregate comprise the largest route-to-market for our sales. We also have strategic partnerships with AWS, Google, IBM and Microsoft to jointly provide the expertise, solutions and
10

go-to-market capabilities to help our customers efficiently and more securely extend their proven software-defined solutions into public clouds, utilizing the tools and processes with which our customers are already familiar.
Our business is subject to seasonality in the sale of our products and services. For example, our fourth quarter revenue is affected by a number of seasonal factors, including year-end spending trends which impact the timing of renewals of our EAs and support and maintenance contracts.
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 January 29, 2021, the aggregate transaction price allocated to remaining performance obligations was $11.3 billion, of which approximately 55% is expected to be recognized as revenue over the next twelve months and the remainder thereafter.
As of January 31, 2020, the aggregate transaction price allocated to remaining performance obligations was $10.3 billion, of which approximately 54% was expected to be recognized as revenue during fiscal 2021, 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. Backlog consists of licenses, subscription and SaaS, and services. As of January 29, 2021, our total backlog was $93 million and our backlog related to licenses was $23 million. For our backlog related to licenses, we generally expect to deliver and recognize as revenue during the following quarter. Backlog totaling $18 million as of January 29, 2021 was excluded from the remaining performance obligations because such contracts are subject to cancellation until fulfillment of the performance obligation occurs.
As of January 31, 2020, our total backlog was $18 million, and our backlog related to licenses was $5 million. The amount excluded from the remaining performance obligations because such contracts were subject to cancellation until fulfillment of the performance obligation occurs was not material as of January 31, 2020.
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 that the amount of backlog is indicative of future sales or 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 or services.
Customers
Our product offerings allow customers to manage IT resources across private clouds and complex multi-cloud, multi-device environments. Customer deployments range in size from a single virtualized server for small businesses to thousands of virtual machines and managed devices for our largest enterprise customers.
During fiscal 2021, revenue from Dell, including purchases of products and services directly from us, as well as through our channel partners, accounted for 35% of our consolidated revenue. These purchases included Dell selling joint solutions as an OEM, which accounted for 12% of revenue from Dell, or 4% of our consolidated revenue. The remaining revenue from Dell consisted of Dell acting as a distributor to other non-Dell resellers, reselling products and services as a reseller or purchasing products and services for its own internal use. On certain transactions, Dell Financial Services also provided financing to our end users at our end users’ discretion.
During fiscal 2021, another distributor, Arrow Electronics, Inc., who purchased software licenses and software support from us for resale to end-user customers directly or via resellers, accounted for 11% of our consolidated revenue. Our distribution agreements are typically terminable at will by either party upon 30 to 90 days’ prior written notice to the other party, and neither party has any obligation to purchase or sell any products under the agreement.
Competition
We face intense competition across all markets for our products and services. We believe that the key factors in our ability to successfully compete include the level of reliability, interoperability and new functionality of our product and service offerings; the ability of our product offerings to support multiple hardware platforms, operating systems, applications frameworks and public cloud platforms; our ability to anticipate customer needs in rapidly evolving markets for IT resources; the pricing of our product and service offerings; the ability to integrate open source technologies that are critical in private and public cloud computing architectures; the ability to attract and retain key employees; and the ability to maintain and expand our ecosystem of technology partners, service providers and sales channel partners. While we believe that we are a technology leader in virtualization and cloud infrastructure solutions and have a strong, favorable image with our customers, many of our
11

current or potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than we do. Additionally, the adoption of public cloud, micro-services, containers and open source technologies has the potential to erode our profitability.
We face competition from, among others:
Providers of public cloud infrastructure and SaaS-based offerings. As businesses increasingly utilize public cloud and SaaS-based offerings, they are building more of their new compute workloads off-premises and may also shift some of their existing workloads. As a result, the demand for on-premises IT resources is expected to slow, and our products and services will need to increasingly compete for customers’ IT workloads with off-premises public cloud and SaaS-based offerings. If our private, hybrid and multi-cloud products and services fail to address evolving customer requirements, the demand for our virtualization products and services may decline, and we could experience lower growth. Additionally, VCPP offerings from our partners may compete directly with infrastructure-as-a-service (“IaaS”) offerings from various public cloud providers such as AWS and Microsoft. Many of these cloud providers are partnering with on-premises hardware vendors to deliver their cloud platform as an on-premise solution, including Microsoft Azure Stack (“Azure Stack”) and AWS Outposts. In fiscal 2018, we entered into a strategic alliance with AWS to deliver a vSphere-based cloud service, VMware Cloud on AWS, running in AWS data centers available in certain geographies. In fiscal 2020, we also announced partnerships with Microsoft (Azure VMware Solution by CloudSimple), Google (Google Cloud VMware Solution by CloudSimple), and Oracle (Oracle Cloud VMware Solution) under the framework of our VCPP that enable customers to run native VMware-based workloads on Azure, Google Cloud and Oracle Cloud. Our partnerships with these public cloud providers may be seen as competitive with each other, with other VCPP partners and with AWS, while some VCPP partners may elect to include solutions such as VMware Cloud on AWS as part of their managed services provider offerings. In addition, in November 2018, when AWS announced AWS Outposts, we extended our collaboration with AWS by previewing offerings that will run on AWS Outposts. To the extent customers choose to operate native AWS environments (or similar non-VMware environments, such as Azure Stack) in their data centers in lieu of purchasing our on-premises and hybrid and multi-cloud products, our operating results could be materially adversely affected.
Providers of enterprise security offerings. With the close of VMware’s acquisition of Carbon Black in October 2019, we launched a new set of enterprise security solutions that includes the Carbon Black endpoint security platform and the intrinsic security elements of our existing NSX virtual networking, Workspace ONE end user and our compute offerings. The cybersecurity market is large, highly competitive, fragmented and subject to rapidly evolving technology, shifting customer needs and the frequent introductions of new solutions. Competitors in the end point security space include legacy antivirus solution providers such as McAfee and NortonLifeLock, established software and infrastructure providers such as Blackberry Limited (after recently purchasing Cylance, Inc.) and Microsoft as well as next-generation endpoint security providers such as CrowdStrike. In addition, new startup companies and established companies have entered or are currently attempting to enter the next-generation endpoint security market. While we believe that the intrinsic security elements in our existing offerings coupled with our Carbon Black endpoint security offerings and new combined offerings we expect to develop and introduce in the future will enable us to provide an integrated security offering with significant advantages over our competitors’ current offerings, our ability to gain traction and market share as a new entrant into this well-established market segment is uncertain. New trends such as Secure Access Service Edge (SASE) and Zero Trust Network Access represent the coalescence of formerly distinct markets, such as identity management, secure web gateway, SD-WAN, network firewall, and cloud access security brokers. These trends may bring existing partners such as Zscaler and Okta, into a more competitive position with Carbon Black, VeloCloud and other distributed network security offerings from VMware. If we are unable to successfully adapt our product and service offerings to meet these opportunities and rapidly evolving trends, our operating results could be adversely affected.
Large, diversified enterprise software and hardware companies. These competitors supply a wide variety of products and services to, and have well-established relationships with, our current and prospective end users. For example, small- to medium-sized businesses and companies in emerging markets that are evaluating the adoption of virtualization-based technologies and solutions may be inclined to consider Microsoft solutions because of their existing use of Windows and Office products. Some of these competitors have in the past and may in the future take advantage of their existing relationships to engage in business practices that make our products and services less attractive to our end users. For example, in August 2019, Microsoft modified its on-premises licensing terms to require end users who wish to deploy Microsoft software on certain dedicated hosted cloud services other than Microsoft’s Azure cloud service, including VMware Cloud on AWS, to purchase additional rights from Microsoft. Other competitors have limited or denied support for their applications running in VMware virtualization environments. In addition, these competitors could integrate competitive capabilities into their existing products and services and make them available without additional charge. For example, Oracle provides free server virtualization software intended to support Oracle and non-Oracle applications, Microsoft offers its own server, network, and storage virtualization software packaged with its Windows Server product as well as built-in virtualization in the client version of Windows and Cisco includes network virtualization technology in many of their data center networking platforms. As a result, our existing and prospective customers may elect to use products that are perceived to be “free” or “very low cost” instead of
12

purchasing our products and services for certain applications where they do not believe that more advanced and robust capabilities are required.
Companies offering competing platforms based on open source technologies. Open source technologies for virtualization, containerization and cloud platforms, such as Xen, KVM, Docker, rkt, OpenShift, Mesos, Kubernetes and OpenStack, and other open source software-based products, solutions and services developed by enterprise IT vendors that target data center virtualization and private cloud, such as Red Hat (now a part of IBM) and Nutanix, may reduce the demand for our solutions, put pricing pressure on our offerings and enable competing vendors to leverage open source technologies to compete directly with us. In addition, one of the characteristics of open source software is that, subject to specified restrictions, anyone may modify and redistribute existing open source software and use it to compete in the marketplace. Such competition can develop with a smaller degree of overhead and lead time than traditional proprietary software companies require. New platform technologies and standards based on open source software are consistently being developed and can gain popularity quickly. Improvements in open source software could cause customers to replace software purchased from us with open-source software. We are delivering container technologies, such as PKS, and Cloud Native Application technologies portfolio with VMware Tanzu. We have also increased our level of commitment to open source projects and communities like the Cloud Native Computing Foundation that are designed to increase that rate at which customers adopt micro-services architectures. The adoption of distributed micro-service application architectures, and their alignment with container technologies, represents an emerging area of competition. As we continue to invest in these areas, we will experience increasing competitive overlap with other cloud native vendors like Red Hat and the large providers of public cloud infrastructure. Such competitive pressure or the availability of new open source software may result in reduced sales, price reductions, lower operating margins and increased sales and marketing expenses, any one of which may adversely affect our operating results.
Other industry alliances. Many of our competitors have entered into or extended partnerships or other strategic relationships to offer more comprehensive virtualization and cloud computing solutions than they individually had offered. We expect these trends to continue as companies attempt to strengthen or maintain their positions in the evolving virtualization infrastructure and enterprise IT solutions industry. These alliances may result in more compelling product and service offerings than we offer.
Our partners and members of our developer and technology partner ecosystem. We face competition from our partners. For example, third parties currently selling our products and services could build and market their own competing products and services or market competing products and services of other vendors. Additionally, as formerly distinct sectors of enterprise IT such as software-based virtualization and hardware-based server, networking and storage solutions converge, we also increasingly compete with companies who are members of our developer and technology partner ecosystem. For example, in July 2019, one of our important partners and customers, IBM, closed its acquisition of Red Hat, one of our competitors in the cloud native applications space. Consequently, we may find it more difficult to continue to work together productively on other projects, and the advantages we derive from our ecosystem could diminish.
This competition could result in increased pricing pressure and sales and marketing expenses, thereby materially reducing our operating margins, and could also prevent our new products and services from gaining market acceptance, thereby harming our ability to increase, or causing us to lose, market share.
Intellectual Property
As of January 29, 2021, over 4,100 patents of varying duration issued by the U.S. Patent and Trademark Office have been granted or assigned to us. We also have been granted or assigned patents from other countries. These patents cover various aspects of our server virtualization and other technologies. We also have numerous pending U.S. provisional and non-provisional patent applications, and numerous pending foreign and international patent applications, that cover other aspects of our virtualization and other technologies.
We have federal trademark registrations in the U.S. for “VMWARE,” “VMWORLD,” “VSPHERE,” “VCLOUD,” “VCENTER SERVER,” “VMOTION,” “HORIZON,” “AIRWATCH,” “VREALIZE,” “VCLOUD,” “WORKSPACE ONE,” “ESX,” “VMWARE NSX,” “VMWARE CLOUD FOUNDATION,” “VELOCLOUD,” “CARBON BLACK,” “BITNAMI” and “PIVOTAL” and numerous other trademarks. We also have trademarks registered in several foreign countries.
We rely on a combination of patent, trademark, copyright and trade secret laws in the U.S. and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our intellectual property rights and our brand.
We enforce our intellectual property rights in the U.S. and several foreign countries. Despite our efforts, the steps we have taken to protect our proprietary rights may not be adequate to preclude misappropriation of our proprietary information or infringement of our intellectual property rights, and our ability to police such misappropriation or infringement is uncertain, particularly in countries outside of the U.S. patent filings are intended to provide the holder with a right to exclude others from making, using, offering to sell, selling or importing into the U.S. products covered by the claims of granted patents.
13

Our granted U.S. patents, and any future patents (to the extent they are issued), may be contested, circumvented or invalidated in the future. Moreover, the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages, and we may not be able to prevent third parties from infringing these patents. Therefore, the exact effect of our patents and the other steps we have taken to protect our intellectual property cannot be predicted with certainty.
Environmental, Social and Governance
At VMware, we believe technology can have a positive impact on society and the planet. In December 2020, we announced our 2030 Agenda, which represents our ESG Strategy focused on three business outcomes: Trust, Equity and Sustainability. Our 2030 Agenda is designed for all VMware stakeholders: stockholders, customers, employees, partners, suppliers, communities and the environment. To promote long-term stakeholder value creation, we created an ESG governance structure comprised of internal leadership and members of our executive staff to guide strategy, performance measurement and engage with our Board of Directors to review our ESG strategy.
Sustainability
We are committed to creating products and services that support our customers in reducing the environmental impact of their digital infrastructure. In addition to operating as a certified CarbonNeutral® company, in accordance with The CarbonNeutral Protocol, and procuring 100% renewable energy for our operations, in accordance with RE100’s technical guidance, during fiscal 2021, we received validation of our science-based targets from the Science Based Targets Initiative organization (“SBTi”) to address climate change. This year, we utilized concepts from the Financial Stability Board’s (“FSB”) Taskforce for Climate-Related Financial Disclosures (“TCFD”) framework in our reporting processes. Additionally, we were recognized on CDP’s Climate A List (formerly known as Carbon Disclosure Project) and added to the 2020 Dow Jones Sustainability Indices (“DJSI”).
Human Capital
General Demographics
As of January 29, 2021, we employed approximately 34,000 employees located in 60 countries, approximately 15,000 of which work in the U.S.
We contract with Dell subsidiaries for support from Dell personnel who are managed by us on a full-time basis. These individuals are located in countries in which we do not currently have an operating subsidiary and are predominantly dedicated to our sales and marketing efforts. We use contractors from time to time for temporary assignments and in locations in which we do not currently have operating subsidiaries. In the event that these contractor resources were not available, we do not believe that this would have a material adverse effect on our operations. As of January 29, 2021, less than 5% of our employees were contracted through Dell. None of our employees are represented by labor unions, and we consider current employee relations to be good.
COVID-19
In response to the COVID-19 outbreak, we acted with urgency to address the safety of our employees while continuing to support the business continuity needs of our customers and partners. We transitioned to a remote workforce model during the first quarter of fiscal 2021 and since then, have created flexible work and customer outreach experiences that have enabled our teams to remain connected with each other and with our customers while maintaining and enhancing productivity, operational excellence and innovation. We provided additional benefits to employees including a wellbeing allowance, pandemic time off, home equipment allowance and coverage of COVID-19 testing and treatment.
Future of Work
Going forward, we plan to continue building a dynamic, global workforce of the future that empowers our people to work from any location, consistent with business requirements, that accelerates their productivity to deliver innovative solutions and operational excellence for our customers worldwide. We believe our approach to employee flexibility will enable the Company to hire skilled and talented team members from many new locations globally and contribute to meeting our diversity, equity and inclusion goals. While planning for the initiative was well underway before the emergence of COVID-19, the pandemic accelerated our efforts. As our employees demonstrated throughout the pandemic, work location does not dictate success. The choice and flexibility that form the cornerstones of this new distributed workforce model mirror the choice and flexibility we provide to our customers when choosing their digital infrastructure.
Compensation and Benefits
We tailor our compensation programs including base pay strategy, variable compensation programs and health, wellbeing, and retirement programs to meet the needs of our employees. Equity awards are a key compensation component that enables us to recruit and retain top talent. The Compensation and Corporate Governance Committee of the VMware Board oversees the utilization of stock-based compensation to appropriately balance competitive needs against the dilutive impact on our
14

stockholders. These components of total compensation are part of a broader framework of employee recognition, as well as our strategy to reinforce VMware’s culture, and to attract, develop, and retain a talented and diverse workforce.
Wellbeing and Culture
The VMware culture is based on a set of shared values best expressed through the acronym EPIC2: Execution, Passion, Integrity, Customers, and Community. Each year, we honor extraordinary employees through our EPIC2 Achievement Awards program. Individuals are recognized for their ability to regularly go above and beyond the Company’s high standards and for demonstrating a remarkable quality of character. Their dedication to projects, customers, and fellow team members represents great leadership—people who can inspire and motivate, especially during times of transformation and change.
We recognize that total wellbeing for our employees goes beyond physical fitness encompassing emotional, financial and community in defining overall health. In fiscal 2021, we expanded our wellbeing allowance to include all employees worldwide. During fiscal 2021, we were recognized by Forbes’ 2020 JUST 100 List and Glassdoor’s Best Places to Work.
Diversity, Equity and Inclusion (DEI)
DEI is a business priority at VMware. Our DEI initiative, VMinclusion, is a business-led effort to attract and engage the multinational, multicultural talent critical to our globally connected business. We are committed to creating a flexible, inclusive environment where everyone is respected and has equal opportunity to succeed. During fiscal 2021, all Senior Directors and above were assigned responsibility for achievement of company-wide DEI goals tied to bonus compensation. We carefully monitor the impact of our practices on the hiring and retention of talent from underrepresented communities, women, people with disabilities, veterans and those that identify as being part of LGBTQ communities. In fiscal 2021 we focused on our Black colleagues and their communities through executive level engagement to drive positive change that is systemic and long term.
We have been recognized for our achievements including Forbes 2020 The Best Employers for Diversity, Forbes 2020 The Best Employers for Women, and the 2020 Human Rights Campaign Foundation Best Places to Work for LGBTQ Equality.
As of the end of fiscal 2021, women represented 27.1% of our global employees and underrepresented minorities represented 10.4% of our U.S. employees.
We are committed to equitable compensation. We know that leveraging the power of human difference starts with equal pay for equal work. We continually analyze compensation globally, accounting for multiple factors that influence pay such as job, grade, tenure, time in job, geographic location and performance. Our most recent data analysis as of November 2020 shows that at VMware, women, in the aggregate, adjusting for the factors identified above, earn 99% of their male counterparts' target cash compensation globally and underrepresented minorities earn 100% of their white counterparts in the U.S.
Available Information
Our website is located at www.vmware.com, and our investor relations website is located at http://ir.vmware.com. Our goal is to maintain the investor relations website as a portal through which investors can easily find or navigate to pertinent information about us, all of which is made available free of charge, including:
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with or furnish it to the Securities and Exchange Commission (“SEC”);
announcements of investor conferences, speeches and events at which our executives discuss our products, services and competitive strategies;
webcasts of our quarterly earnings calls and links to webcasts of investor conferences at which our executives appear (archives of these events are also available for a limited time);
additional information on financial metrics, including reconciliations of non-GAAP financial measures discussed in our presentations to the nearest comparable GAAP measure;
press releases on quarterly earnings, product and service announcements, legal developments and international news;
corporate governance information including our certificate of incorporation, bylaws, corporate governance guidelines, board committee charters, business conduct guidelines (which constitutes our code of business conduct and ethics) and other governance-related policies;
other news, blogs and announcements that we may post from time to time that investors might find useful or interesting; and
opportunities to sign up for email alerts and RSS feeds to have information pushed in real time.
15

The information found on our website is not part of, and is not incorporated by reference into, this or any other report we file with, or furnish to, the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names of our executive officers and their ages as of March 16, 2021, are as follows:
NameAgePosition(s)
Zane Rowe50Chief Financial Officer, Interim Chief Executive Officer and Executive Vice President
Jean-Pierre Brulard 62Executive Vice President, Worldwide Sales
Amy Fliegelman Olli64Executive Vice President, General Counsel and Secretary
Sanjay Poonen51Chief Operating Officer, Customer Operations
Rangarajan (Raghu) Raghuram58Chief Operating Officer, Products and Cloud Services
Zane Rowe has served as VMware’s interim Chief Executive Officer since February 13, 2021, and also continues to serve as VMware’s Chief Financial Officer and Executive Vice President, a position he has held since March 1, 2016. Prior to joining VMware, he was EMC’s Executive Vice President and Chief Financial Officer from October 2014 until February 2016. Prior to joining EMC, Mr. Rowe was Vice President of North American Sales of Apple Inc., a technology company that designs, develops, and sells consumer electronics, computer software, online services, and personal computers, from May 2012 until May 2014. He was Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc., an airline holdings company, from October 2010 until April 2012 and was Executive Vice President and Chief Financial Officer of Continental Airlines from August 2008 to September 2010. Mr. Rowe joined Continental Airlines in 1993. Mr. Rowe currently serves on the board of Sabre Corporation.
Jean-Pierre Brulard has served as VMware’s Executive Vice President, Worldwide Sales since February 2020. Mr. Brulard previously served as VMware’s Senior Vice President and General Manager, EMEA from April 2015 to January 2020 and as Vice President, EMEA, Southern Region from April 2009 to April 2015. Prior to joining VMware, Mr. Brulard served in senior management positions of increasing responsibility for Business Objects, an enterprise software company, for seven years, most recently as its Senior Vice President and General Manager, EMEA.
Amy Fliegelman Olli has served as VMware’s Executive Vice President, General Counsel and Secretary since December 2020. She joined VMware as Senior Vice President and General Counsel in August 2017 and was appointed as Secretary in October 2017. Prior to joining VMware, Ms. Fliegelman Olli served as Senior Vice President and General Counsel of Avaya, Inc., a provider of contact center, unified communications and networking products, from June 2014 through August 2017. Previously, she was the General Counsel of CA, Inc., a provider of software solutions, from September 2006 to June 2014 where her responsibilities covered all legal, governance, compliance, internal audit, security, risk management and controls matters. Ms. Fliegelman Olli also spent 18 years with IBM Corporation, ultimately serving as Vice President and General Counsel for the Americas and Europe.
Sanjay Poonen has served as VMware’s Chief Operating Officer, Customer Operations since October 2016. Prior to that he served as Executive Vice President and General Manager, End-User Computing, Head of Global Marketing from April 2016 to October 2016. He joined VMware as Executive Vice President and General Manager, End-User Computing in August 2013. Prior to joining VMware, he spent more than seven years at SAP AG, an enterprise application software and services company, serving as President and Corporate Officer of Platform Solutions and the Mobile Division from April 2012 to July 2013, prior to that as President of Global Solutions from November 2010 to March 2012, as Executive Vice President of Performance Optimization Apps from June 2008 to September 2009 and Senior Vice President of Analytics from April 2006 to May 2008. Mr. Poonen's over 20 years of technology industry experience also included executive-level positions with Symantec and Veritas, and product management and engineering positions with Alphablox Corporation, Apple, Inc. and Microsoft Corporation.
Rangarajan (Raghu) Raghuram has served as VMware's Chief Operating Officer, Products and Cloud Services since October 2016. Prior to that he served as Executive Vice President, Software-Defined Data Center Division from April 2012 to October 2016. Mr. Raghuram joined VMware in 2003 and has held multiple product management and marketing roles. Mr. Raghuram served as Senior Vice President and General Manager, Cloud Infrastructure and Management, Virtualization and Cloud Platforms, and Enterprise Products, from December 2009 through March 2012. Mr. Raghuram previously served as Vice President of VMware's Server Business Unit and of Product and Solutions Marketing from September 2003 through December 2009. Prior to VMware, Mr. Raghuram held product management and marketing roles at Netscape Communications Corporation and Bang Networks, Inc.
16

ITEM 1A.    RISK FACTORS
The risk factors that appear below could materially affect our business, financial condition and operating results. The risks and uncertainties described below are not the only risks and uncertainties we face. Our business is also subject to general risks and uncertainties that affect many other companies. Specific risk factors related to our status as a controlled subsidiary of Dell Technologies Inc. (“Dell”) including uncertainty with respect to Dell’s exploration of potential alternatives with respect to its ownership interest in us such as a spin-off that could involve a special cash dividend, overlapping business opportunities, Dell’s ability to control certain transactions and resource allocations and related persons transactions with Dell and its other affiliated companies are set forth below under the heading “Risks Related to Our Relationship with Dell.”
Operation of Business and Strategic Risks
A significant decrease in demand for our server virtualization products would adversely affect our operating results.
A significant portion of our revenue is derived, and will for the foreseeable future continue to be derived, from our server virtualization products. As more businesses achieve high levels of virtualization in their data centers, the market for our vSphere product continues to mature. Additionally, as businesses increasingly utilize public cloud and SaaS-based offerings, they are building more of their new compute workloads off-premises and are increasingly shifting some of their existing and many of their new workloads to public cloud providers, thereby limiting growth, and potentially reducing the market for on-premises deployments of vSphere. Although sales of vSphere have declined as a portion of our overall business, and we expect this trend to continue, vSphere remains key to our future growth as it serves as the foundation for our newer SDDC, network virtualization and our newer subscription and SaaS offerings. Although we have launched, and are continuing to develop, products to extend our vSphere-based SDDC offerings to the public cloud, due to our product concentration, a significant decrease in demand for our server virtualization products would adversely affect our operating results.
Our subscription and SaaS offerings, which constitute a growing portion of our business, and our initiatives to extend our data center virtualization and container platforms into the public cloud, involve various risks, including, among others, reliance on third-party providers for data center space and colocation services and on public cloud providers to prevent service disruptions.
As we continue to develop and offer subscription and SaaS versions of our products, we must continue to evolve our processes to meet various intellectual property, regulatory, contractual and service compliance challenges, including compliance with licenses for open source and third-party software embedded in our offerings, compliance with export control and privacy regulations, protecting our services from external threats or inappropriate use, maintaining the continuous service levels and data security expected by our customers and adapting our go-to-market efforts. The expansion of our subscription and SaaS offerings also requires significant investments, and our operating margins, results of operations and operating cash flows may be adversely affected if our new offerings are not widely adopted by customers.
Additionally, our subscription and SaaS offerings rely upon third-party providers to supply data center space, equipment maintenance and other colocation services and our initiatives to extend our virtualization and container platforms into the public cloud rely upon the ability of our public cloud and VCPP partners to maintain continuous service availability and protect customer data on their services. Although we have entered into various agreements for the lease of data center space, equipment maintenance and other services, third parties could fail to live up to their contractual obligations. The failure of a third-party provider to prevent service disruptions, data losses or security breaches may require us to issue credits or refunds or indemnify or otherwise be liable to customers or third parties for damages that may occur, and contractual provisions with our third-party providers and public cloud partners may limit our recourse against the third-party provider or public cloud partner responsible for such failure. Additionally, if these third-party providers fail to deliver on their obligations, our reputation could be damaged, our customers could lose confidence in us, and our ability to maintain and expand our subscription and SaaS offerings would be impaired.
Our success depends upon our ability to adapt our business and pricing models to a subscription and SaaS model appropriately.
Certain of our product initiatives, such as our VCPP and SaaS offerings, have a subscription model. As we increase our adoption of subscription-based pricing models for our products, we may fail to set pricing at levels appropriate to maintain our revenue streams or our customers may choose to deploy products from our competitors that they believe are priced more favorably. In addition, we may fail to accurately predict subscription renewal rates or their impact on operating results, and because revenue from subscriptions is recognized for our services over the term of the subscription, downturns or upturns in sales may not be immediately reflected in our results. Additionally, as customers transition to our subscription and SaaS products and services, our revenue and license revenue growth rate may be adversely impacted during the period of transition as we will recognize less revenue up front than we would otherwise recognize as part of the multi-year license contracts through which we typically sell our established offerings. For example, effective with the fourth quarter of fiscal 2020, we commenced reporting revenue from our subscription and SaaS as a separate revenue line item, breaking out components that had previously
17

been included in our license revenue and services revenue and prior period amounts were reclassified to conform with this presentation. As a result, the rate of growth in our license revenue, which has been viewed as a leading indicator of our business performance may appear to be negatively impacted while the growth in subscription and SaaS revenue may not appear as robust because such revenue is recognized ratably over time as customers consume our subscription-based products. Finally, as we offer more services that depend on converting users of free services to users of premium services and purchasers of our on-premises products to our SaaS offerings, our ability to maintain or improve and to predict conversion rates will become more important.
We face intense competition that could adversely affect our operating results.
The virtualization, container, cloud computing, end-user computing, security and software-defined data center industries are interrelated and rapidly evolving, and we face intense competition across all the markets for our products and services. Many of our current or potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than we do. Additionally, the adoption of public cloud, micro-services, containers, and open source technologies has the potential to erode our profitability.
We face competition from, among others:
Providers of public cloud infrastructure and SaaS-based offerings. As businesses increasingly utilize public cloud and SaaS-based offerings, they are building more of their new compute workloads off-premises and may also shift some of their existing workloads. As a result, the demand for on-premises information technology (“IT”) resources is expected to slow, and our products and services will need to increasingly compete for customers’ IT workloads with off-premises public cloud and SaaS-based offerings. If our private, hybrid and multi-cloud products and services fail to address evolving customer requirements, the demand for VMware’s virtualization products and services may decline, and we could experience lower growth. Additionally, VMware Cloud Provider Program (“VCPP”) offerings from our partners may compete directly with infrastructure-as-a-service (“IaaS”) offerings from various public cloud providers such as Amazon Web Services (“AWS”) and Microsoft. Many of these cloud providers are partnering with on-premises hardware vendors to deliver their cloud platform as an on-premises solution, including AWS Outposts and Azure Stack. In fiscal 2018, we entered into a strategic alliance with AWS to deliver a vSphere-based cloud service, VMware Cloud on AWS, running in AWS data centers available in certain geographies. In fiscal 2020, we also announced partnerships with Microsoft (Azure VMware Solution by CloudSimple), Google (Google Cloud VMware Solution by CloudSimple), and Oracle (Oracle Cloud VMware Solution) under the framework of our VCPP that enable customers to run native VMware-based workloads on Azure, Google Cloud, and Oracle Cloud. Our partnerships with these public cloud providers may be seen as competitive with each other, with other VCPP partners and with AWS, while some partners may elect to include solutions such as VMware Cloud on AWS as part of their managed services provider offerings. In addition, in November 2018, when AWS announced AWS Outposts, we extended our collaboration with AWS by previewing offerings that will run on AWS Outposts, currently available to try as part of the VMware Cloud on AWS Outposts Beta program. To the extent customers choose to operate native AWS environments (or similar non-VMware environments, such as Azure Stack) in their data centers in lieu of purchasing VMware’s on-premises and hybrid and multi-cloud products, our operating results could be materially adversely affected.
Providers of enterprise security offerings. With the close of VMware’s acquisition of Carbon Black in October 2019, we launched a new set of enterprise security solutions that includes the Carbon Black endpoint security platform and the intrinsic security elements of our existing NSX virtual networking, Workspace ONE end user and our compute offerings. The cybersecurity market is large, highly competitive, fragmented and subject to rapidly evolving technology, shifting customer needs and the frequent introductions of new solutions. Competitors in the end point security space include legacy antivirus solution providers such as McAfee and NortonLifeLock, established software and infrastructure providers such as Blackberry Limited (after purchasing Cylance, Inc.) and Microsoft as well as next-generation endpoint security providers such as CrowdStrike. In addition, new startup companies and established companies have entered or are currently attempting to enter the next-generation endpoint security market. While we believe that the intrinsic security elements in our existing offerings coupled with our Carbon Black endpoint security offerings and new combined offerings we expect to develop and introduce in the future will enable us to provide an integrated security offering with significant advantages over our competitors’ current offerings, our ability to gain traction and market share as a new entrant into this well-established market segment is uncertain New trends, such as Secure Access Service Edge (SASE) and Zero Trust Network Access, represent the coalescence of formerly distinct markets, such as identity management, secure web gateway, SD-WAN, network firewall, and cloud access security brokers. These trends may bring existing partners such as Zscaler and Okta into a more competitive position with Carbon Black, VeloCloud and other distributed network security offerings from VMware. If we are unable to successfully adapt our product and service offerings to meet these opportunities and rapidly evolving trends our operating results could be adversely affected.
Large, diversified enterprise software and hardware companies. These competitors supply a wide variety of products and services to, and have well-established relationships with, our current and prospective end users. For example, small- to medium-sized businesses and companies in emerging markets that are evaluating the adoption of virtualization-based
18

technologies and solutions may be inclined to consider Microsoft solutions because of their existing use of Windows and Office products. Some of these competitors have in the past and may in the future take advantage of their existing relationships to engage in business practices that make our products and services less attractive or more expensive to our end users. For example, in August 2019, Microsoft modified its on-premises licensing terms to require end users who wish to deploy Microsoft software on certain dedicated hosted cloud services other than Microsoft’s Azure cloud service, including VMware Cloud on AWS, to purchase additional rights from Microsoft. Other competitors have limited or denied support for their applications running in VMware virtualization environments. In addition, these competitors could integrate competitive capabilities into their existing products and services and make them available without additional charge. For example, Oracle provides free server virtualization software intended to support Oracle and non-Oracle applications, Microsoft offers its own server, network, and storage virtualization software packaged with its Windows Server product as well as built-in virtualization in the client version of Windows and Cisco includes network virtualization technology in many of their data center networking platforms. As a result, existing and prospective VMware customers may elect to use products that are perceived to be “free” or “very low cost” instead of purchasing VMware products and services for certain applications where they do not believe that more advanced and robust capabilities are required.
Companies offering competing platforms based on open source technologies. Open source technologies for virtualization, containerization and cloud platforms, such as Xen, KVM, Docker, rkt, OpenShift, Mesos, Kubernetes and OpenStack, and other open source software-based products, solutions and services developed by enterprise IT vendors that target data center virtualization and private cloud, such as Red Hat (now a part of IBM) and Nutanix, may reduce the demand for our solutions, put pricing pressure on our offerings and enable competing vendors to leverage open source technologies to compete directly with us. In addition, one of the characteristics of open source software is that, subject to specified restrictions, anyone may modify and redistribute existing open source software and use it to compete in the marketplace. Such competition can develop with a smaller degree of overhead and lead time than traditional proprietary software companies require. New platform technologies and standards based on open source software are consistently being developed and can gain popularity quickly. Improvements in open source software could cause customers to replace software purchased from us with open-source software. VMware is delivering container technologies and Cloud Native Application technologies portfolio with VMware Tanzu. We have also increased our level of commitment to open source projects and communities like the Cloud Native Computing Foundation that are designed to increase the rate at which customers adopt micro-services architectures. The adoption of distributed micro-service application architectures, and their alignment with container technologies, represents an emerging area of competition. As we continue to invest in these areas, we will experience increasing competitive overlap with other cloud native vendors like Red Hat and the large providers of public cloud infrastructure. Such competitive pressure or the availability of new open source software may result in reduced sales, increasing pricing pressure, increased sales and marketing expenses and lower operating margins, any one of which may adversely affect our operating results.
Other industry alliances. Many of our competitors have entered into or extended partnerships or other strategic relationships to offer more comprehensive virtualization and cloud computing solutions than they individually had offered. We expect these trends to continue as companies attempt to strengthen or maintain their positions in the evolving virtualization infrastructure and enterprise IT solutions industry. These alliances may result in more compelling product and service offerings than we offer.
Our partners and members of our developer and technology partner ecosystem. We face competition from our partners. For example, third parties currently selling our products and services could build and market their own competing products and services or market competing products and services of other vendors. Additionally, as formerly distinct sectors of enterprise IT such as software-based virtualization and hardware-based server, networking and storage solutions converge, we also increasingly compete with companies who are members of our developer and technology partner ecosystem. For example, in July 2019, one of our important partners and customers, IBM, closed its acquisition of Red Hat, one of our competitors in the cloud native applications space. Consequently, we may find it more difficult to continue to work together productively on other projects, and the advantages we derive from our ecosystem could diminish.
This competition could result in increased pricing pressure and sales and marketing expenses, thereby materially reducing our operating margins, and could also prevent our new products and services from gaining market acceptance, thereby harming our ability to increase, or causing us to lose, market share.
Our success depends increasingly on customer acceptance of our newer products and services.
Our products and services are primarily based on server virtualization and related compute technologies used for virtualizing on-premises data center servers, which form the foundation for private cloud computing. As the market for server virtualization continues to mature, the rate of growth in license sales of VMware vSphere (“vSphere”) has declined. We are increasingly directing our product development and marketing efforts toward products and services that enable businesses to utilize virtualization as the foundation for private, public, hybrid and multi-cloud-based computing and mobile computing, including our vSphere-based SDDC products such as vRealize management, vSAN storage virtualization, NSX virtual networking, as well as our Horizon client virtualization, Unified Endpoint Management mobile device management, and our
19

managed subscription services, such as VMware Cloud on AWS, VMware Cloud on AWS Outposts and our VMware Cloud on Dell EMC. In October 2019, we completed the acquisition of Carbon Black, Inc. (“Carbon Black”), which now forms the nucleus of VMware’s new set of enterprise security solutions focused on helping to provide advanced cybersecurity protection to customers. We have also been introducing SaaS versions of our on-premises products, including VMware Workspace ONE (“Workspace ONE”) offerings, and investing in a range of SaaS and cloud-native technologies and products, including those acquired through our Heptio Inc., CloudHealth Technologies, Inc., VeloCloud Networks, Inc. and Pivotal Software, Inc. (“Pivotal”) acquisitions. These cloud and SaaS initiatives present new and difficult technological, operational and compliance challenges, and significant investments continue to be required to develop or acquire solutions to address those challenges. Our success depends on our current and future customers perceiving technological and operational benefits and cost savings associated with adopting our private, public, hybrid and multi-cloud solutions and our client virtualization and mobile device management solutions. As the market for our server virtualization products continues to mature, and the scale of our business continues to increase, our rate of revenue growth increasingly depends upon the success of our newer product and service offerings. To the extent that adoption rates for our newer products and services are not sufficient to offset declines in revenue growth for our established server virtualization offerings, our overall revenue growth rates may slow materially or our revenue may decline substantially. Additionally, we may fail to realize returns on our investments in new initiatives and our operating results could be materially adversely affected.
Competition for our highly skilled employees is intense and costly, and our business and growth prospects may suffer if we cannot attract and retain them.
We must continue to attract and retain highly qualified personnel, particularly software and cloud engineers and sales and customer experience personnel, for which competition, particularly against companies with greater resources, startups and emerging growth companies is intense. Research and development personnel are also aggressively recruited by startup and emerging growth companies, which are especially active in many of the technical areas and geographic regions in which we conduct product and service development. This competition results in increased costs in the form of cash and stock-based compensation and can have a dilutive impact on our stock. We have experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications, and, if we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could suffer.
The loss of key management personnel could harm our business.
We depend on the continued services of key management personnel. We generally do not have employment or non-compete agreements with our employees, and, therefore, they could terminate their employment with us at any time without penalty and could pursue employment opportunities with any of our competitors. In addition, we do not maintain any key-person life insurance policies. The loss of key management personnel could harm our business.
Our current research and development efforts may not produce significant revenue for several years, if at all.
Developing our products and services is expensive, and developing and launching disruptive technologies requires significant investment often entailing greater risk than incremental investments in existing products and services. Our research and development expenses were approximately 24% of our total revenue during the year ended January 29, 2021. We plan to continue to significantly invest in our research and development efforts to maintain our competitive position. Our investments in research and development may result in products or services that generate less revenue than we anticipate or may not result in marketable products and services for several years or at all.
Acquisitions and divestitures could materially harm our business and operating results.
We have acquired in the past, and plan to acquire in the future, other businesses, products or technologies. We also sell or divest businesses, products and technologies from time-to-time. Acquisitions and divestitures involve significant risks and uncertainties, including:
disruptions to our ongoing operations and diverting management from day-to-day responsibilities due to, for example, the need to provide transition services in connection with a disposition or difficulty integrating the operations, technologies, products, customers and personnel of acquired businesses effectively;
adverse impacts to our business and financial results resulting from increases to our expenses due to, among other things, integrating business operations and on-boarding personnel and the incurrence of amortization expense related to identifiable intangible assets acquired and other accounting consequences of acquisitions;
reductions to our cash available for operations, stock repurchase programs and other uses, potentially dilutive issuances of equity securities or the incurrence of additional debt;
uncertainties in achieving the expected benefits of an acquisition or disposition, including with respect to our business strategy, revenue, technology, human resources, cost and operating efficiencies and other synergies, due to, among
20

other things, a lack of experience in new markets, products or technologies; or an initial dependence on unfamiliar distribution partners or vendors;
unidentified issues that were not discovered during the diligence process, including issues with the acquired or divested business’s intellectual property, product quality, security, privacy and accounting practices, regulatory compliance or legal contingencies;
lawsuits resulting from an acquisition or disposition;
maintenance or establishment of acceptable standards, controls, procedures or policies with respect to an acquired business; and
the need to later divest acquired assets at a loss if an acquisition does not meet our expectations.
Disruptions to our distribution channels, including our various routes to market through Dell, could harm our business.
Our future success is highly dependent on our relationships with channel partners, including distributors, resellers, system vendors and systems integrators, which contribute to a significant portion of our revenue. Recruiting and retaining qualified channel partners and training them in the use of our technology and product offerings requires significant time and resources. Our failure to maintain good relationships with channel partners would likely lead to a loss of end users of our products and services, which would adversely affect our revenue. We generally do not have long-term contracts or minimum purchase commitments with our channel partners, and the contracts that we do have with these channel partners do not prohibit them from offering products or services that compete with ours.
One of our distributors accounted for 10% or more of our consolidated revenue during the year ended January 29, 2021. Although we believe that we have in place, or would have in place by the date of any such termination, agreements with replacement distributors sufficient to maintain our revenue from distribution, if we were to lose the distribution services of a significant distributor, such loss could have a negative impact on our operating results until such time as we arrange to replace these distribution services with the services of existing or new distributors.
Additionally, sales via our various route-to-market relationships with Dell accounted for 35% of our consolidated revenue during the year ended January 29, 2021 and transactions where Dell acted as an original equipment manufacturer (“OEM”) accounted for 12% of the revenue from Dell, or 4% of our consolidated revenue. Such routes to market include Dell selling joint solutions as an OEM, acting as a distributor to other non-Dell resellers, reselling products and services as a reseller or purchasing products and services for its own internal use. Any disruption or significant change to our relationship with Dell or the terms upon which they sell and distribute our products and services could have a negative impact on our operating results until such time as we arrange to replace these distribution services with the services of existing or new distributors.
The evolution of our business requires more complex go-to-market strategies, which involve significant risk.
Our increasing focus on developing and marketing IT management and automation and IaaS offerings (including software-defined networking, VCPP-integrated virtual desktop and mobile device, cloud and SaaS) that enable customers to transform their IT systems requires a greater focus on marketing and selling product suites and more holistic solutions, rather than selling on a product-by-product basis. Consequently, we have developed, and must continue to develop, new strategies for marketing and selling our offerings. In addition, marketing and selling new technologies to enterprises requires us to invest significant time and resources to educate customers on the benefits of our offerings. These investments can be costly and educating our sales force can distract from their efforts to sell existing products and services. Additionally, from time to time, we reorganize our go-to-market teams to increase efficiencies and improve customer coverage, but these reorganizations can cause short-term disruptions that may negatively impact sales over one or more fiscal periods. Further, upon entering into new industry segments, we may choose to go to market with third-party manufactured hardware appliances that are integrated with our software—as we did when we entered into the SD-WAN space through our acquisitions of VeloCloud Networks, Inc. and Nyansa, Inc.—which requires us to rapidly develop, deploy and scale new hardware procurement, supply chain and inventory management processes and product support services and integrate them into our ongoing business systems and controls. Similarly, our launches of managed subscription services, such as VMware Cloud on AWS and VMware Cloud on Dell EMC, require us to implement new methods to deliver and monitor end user services and adjust our model for releasing product upgrades. As our customers increasingly shift from one-time purchases of perpetual software licenses to purchasing our software via more subscription and SaaS-based programs, our go-to-market teams will need to alter their outreach to customers to support ongoing consumption of our offerings, and we will need to appropriately adjust the variable compensation programs we use to incentivize our sales teams. If we fail to successfully adjust, develop and implement effective go-to-market strategies, our financial results may be materially adversely impacted.
We may not be able to respond to rapid technological changes with new solutions and services offerings.
The industries in which we compete are characterized by rapid, complex and disruptive changes in technology, customer demands and industry standards that could make it difficult for us to effectively compete and cause our existing and future
21

software solutions to become obsolete and unmarketable. Our ability to react quickly to new technology trends—such as cloud computing, which is disrupting the ways businesses consume, manage and provide physical IT resources, applications, data and IT services—and customer requirements is negatively impacted by the length of our development cycle for new and enhanced products and services, which has frequently been longer than we originally anticipated. This is due in part to the increasing complexity of our product offerings as we increase their interoperability and maintain their compatibility with IT resources, such as public clouds, utilized by our customers while sustaining and enhancing product quality. When we release significant new versions of our existing offerings, the complexity of our products may require existing customers to remove and replace prior versions to take full advantage of substantial new capabilities, which may subdue initial demand for the new versions or depress demand for existing versions until the customer is ready to purchase and install the newest release. If we are unable to evolve our solutions and offerings in time to respond to and remain ahead of new technological developments—in applications, networking or security, for example—or in ways that are compelling to customers, our ability to retain or increase market share and revenue could be materially adversely affected. We may also fail to adequately anticipate the commercialization of emerging technologies, such as blockchain, and the development of new markets and applications for our technology, such as edge computing, and thereby fail to take advantage of new market opportunities or fall behind early movers in those markets.
We operate a global business that exposes us to additional risks.
A significant portion of our employees, customers and channel partners are located outside the U.S. Our international activities account for a substantial portion of our revenue and profits, and our investment portfolio includes investments in non-U.S. financial instruments and holdings in non-U.S. financial institutions. In addition to the risks described elsewhere in these risk factors, our international operations subject us to a variety of risks, including:
difficulties in delivering support, training and documentation; enforcing contracts; collecting accounts receivable; transferring funds; maintaining appropriate controls relating to revenue recognition practices; and longer payment cycles in certain countries and especially in emerging markets;
network security and privacy concerns, which could make foreign customers reluctant to purchase products and services from U.S.-based technology companies;
tariffs and trade barriers, and other regulatory or contractual limitations on our ability to sell or develop our products and services in certain foreign markets, such as in China, whose government has adopted a range of laws and regulations relating to the procurement of key network equipment and security products and the storage and processing of data that might cause our business in China to suffer and expose us to civil and criminal penalties;
economic or political instability and uncertainty about or changes in government and trade relationships, policies, and treaties that could adversely affect the ability of U.S.-based companies to conduct business in non-U.S. markets, such as in the U.K. where considerable regulatory uncertainty remains regarding compliance post-Brexit; and
legal risks, particularly in emerging markets, relating to compliance with U.S. exchange control requirements and international and U.S. anti-corruption laws and associated exposure to significant fines, penalties and reputational harm.
Our failure to manage any of these risks successfully could negatively affect our reputation and materially adversely affect our operating results.
Our success depends on the interoperability of our products and services with those of other companies.
The success of our products depends upon the cooperation of hardware and software vendors to ensure interoperability with our products and offer compatible products and services to end users. In addition, we extend the functionality of various products to work with native public cloud applications, which in some cases requires the cooperation of public cloud vendors. To the extent that hardware, software and public cloud vendors perceive that their products and services compete with ours or those of our controlling stockholder, Dell, they may have an incentive to withhold their cooperation, decline to share access or sell to us their proprietary APIs, protocols or formats, or engage in practices to actively limit the functionality, compatibility and certification of our products. In addition, vendors may fail to certify or support or continue to certify or support our products for their systems. If any of the foregoing occurs, our product development efforts may be delayed or foreclosed and it may be difficult and more costly for us to achieve functionality and service levels that would make our services attractive to end users, any of which could negatively impact our business and operating results.
Failure to effectively manage our product and service lifecycles could harm our business.
As part of the natural lifecycle of our products and services, we periodically inform customers that products or services will be reaching their end of life or end of availability and will no longer be supported or receive updates and security patches. To the extent these products or services remain subject to a service contract with the customer, we offer to transition the customer to alternative products or services. Failure to effectively manage our product and service lifecycles could lead to customer dissatisfaction and contractual liabilities, which could adversely affect our business and operating results.
22

Financial Risks
Our operating results may fluctuate significantly.
Our operating results may fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and our past results should not be relied upon as an indication of our future performance. In addition, a significant portion of our quarterly sales typically occurs during the last two weeks of the quarter, which generally reflects customer buying patterns for enterprise technology. As a result, our quarterly operating results are difficult to predict even in the near term. If our revenue or operating results fall below the expectations of investors or securities analysts or below any guidance we may provide to the market, the price of our Class A common stock would likely decline substantially.
Factors that may cause fluctuations in our operating results include, among others, the factors described elsewhere in this risk factors section and the following:
fluctuations in demand, adoption and renewal rates, sales cycles and pricing levels for our products and services;
variations in customer choices among our on-premises and subscription and SaaS offerings, which can impact our rates of total revenue and license revenue growth;
the timing of announcements or releases of new or upgraded products and services by us, our partners or competitors;
the timing of sales orders processing, which can cause fluctuations in our backlog and impact our bookings and timing of revenue recognition;
our ability to maintain scalable internal systems for reporting, order processing, license fulfillment, product delivery, purchasing, billing and general accounting, among other functions;
our ability to control costs, including our operating expenses, and the timing and amount of internal use software development costs that may be capitalized;
the credit risks associated with our distributors, who account for a significant portion of our product revenue and accounts receivable, and our customers;
the timing and size of realignment plans and restructuring charges;
seasonal factors such as end of fiscal period expenditures by our customers and the timing of holiday and vacation periods;
unplanned events that could affect market perception of the quality or cost-effectiveness of our products and solutions; and
fluctuations in the severity and duration of the COVID-19 pandemic and resulting restrictions on business activity which may vary significantly by region.
Adverse economic conditions may harm our business.
Our business success depends in part on worldwide economic conditions. The overall demand for and spend on IT may be viewed by our current and prospective customers as discretionary and, in times of economic uncertainty, customers may delay, decrease, reduce the value and duration, or cancel purchases and upgrades of our products and services. Weak economic conditions or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession, changes in tariffs, trade agreements or governmental fiscal, monetary and tax policies, among others, could adversely impact our business, financial condition and operating results. General and ongoing tightening in the credit market, lower levels of liquidity, increases in rates of default and bankruptcy and significant volatility in equity and fixed-income markets could all negatively impact our customers’ purchasing decisions. Increases in interest rates on credit and debt that would increase the cost of our borrowing could impact our ability to access the capital markets and adversely affect our ability to repay or refinance our outstanding indebtedness, fund future product development and acquisitions or conduct stock buybacks.
For example, the COVID-19 pandemic has depressed economic activity worldwide, and the timing and strength of an economic recovery is highly uncertain and likely to vary significantly by region. While the COVID-19 pandemic has not had a material adverse financial impact on our operations to date, the future course of the pandemic and any resulting economic impact remain highly uncertain and continue to rapidly evolve. We have observed negative impacts on our sales and our financial results from the COVID-19 pandemic and there continues to be significant uncertainty regarding the economic effects of the COVID-19 pandemic. For example, during much of fiscal 2021, we saw delays in customers’ large transformative on-premises projects that we believe were largely due to COVID-19, which negatively impacted our product sales. Although pandemic conditions in most regions of the world began easing following the start of fiscal 2022, there remains considerable uncertainty regarding the progress of vaccination programs, the dangers posed by COVID-19 variants and when a return to pre-
23

pandemic conditions can occur. Accordingly, should the pandemic persist for a long period of time, economic conditions globally or in particular regions may fail to recover or even worsen, which could cause material adverse impacts to our earnings and other results of operations. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets, which has and may continue to adversely impact our stock price and our ability to access the equity or debt capital markets on attractive terms or at all for a period of time, which could have an adverse effect on our liquidity position.
Additionally, Brexit and trade tensions between the U.S. and its trading partners, like China, have caused and may continue to cause significant volatility in global financial markets. Amidst sustained economic uncertainty, many national and local governments that are current or prospective customers, including the U.S. federal government, may need to make significant changes in their spending priorities, which could reduce the amount of government spending on IT and the potential demand for our products and services from the government sector.
These adverse economic conditions can arise suddenly, have unpredictable impacts and materially adversely affect our future sales and operating results.
We have outstanding indebtedness in the form of unsecured notes and may incur other debt in the future, which may adversely affect our financial condition and future financial results.
We have $4.8 billion in unsecured notes outstanding, an additional unsecured promissory note with an outstanding principal amount of $270 million owed to Dell, and a $1.0 billion unsecured revolving credit facility (the “Credit Facility”), which was undrawn as of January 29, 2021. The terms of our unsecured notes and Credit Facility impose restrictions on us, including in specified and customary covenants, our compliance with which may be affected by events beyond our control, including prevailing economic, financial, and industry conditions. If we breach any of the covenants and do not obtain a waiver from the lenders or note holders, then, subject to applicable cure periods, any outstanding indebtedness may be declared immediately due and payable.
Additionally, in July 2020, Dell announced that it was exploring strategic alternatives with respect to its ownership interest in us, including a possible spin-off of its ownership interest to Dell stockholders, in connection with which it also expected to explore certain terms and conditions that could include negotiating a special cash dividend to be paid by VMware on a pro rata basis to all VMware stockholders that VMware would fund, in part, through the incurrence of additional indebtedness.
Our current and any future debt may adversely affect our financial condition and future financial results by, among other things, increasing our vulnerability to adverse changes in general economic and industry conditions, necessitating use or dedication of our expected cash flow from operations to service our indebtedness instead of for other purposes, such as capital expenditures and acquisitions, and limiting our flexibility in planning for, or reacting to, business changes.
In addition, any actual or anticipated changes to our credit ratings, including any announcement that our credit ratings are under review by any rating agency, may:
negatively impact the value and liquidity of our debt and equity securities;
result in an increase in the interest rate payable by us and the cost of borrowing under our Credit Facility;
negatively affect the terms of and restrict our ability to obtain financing in the future; and
upon the occurrence of certain downgrades of the ratings of our unsecured notes, require us to repurchase our unsecured notes at a price equal to 101% of the aggregate principal plus any accrued and unpaid interest.
Additionally, our parent company, Dell, has a significant level of debt financing, and any negative changes to Dell’s credit rating could also negatively impact our credit rating and the value and liquidity of any future debt we might raise. Refer to “Liquidity and Capital Resources” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report on Form 10-K for more information on our outstanding indebtedness.
Our operating results may be adversely impacted by exposure to additional tax liabilities and higher than expected tax rates.
We are subject to income taxes as well as non-income-based taxes, such as payroll, sales and property taxes, in many of the jurisdictions in which we operate. Our tax liabilities are dependent on the allocation of revenue and expenses in different jurisdictions and the timing of recognizing revenue and expenses. Significant judgment is required to determine our worldwide provision for income taxes and other tax liabilities. For example, in the ordinary course of our global business, we execute intercompany transactions, including intellectual property transfers, that require us to make tax estimates because the ultimate tax determination is uncertain. We are subject to income and indirect tax examinations and are undergoing audits in various jurisdictions. For instance, the Internal Revenue Service (“IRS”) has started its examination of fiscal years 2015 through 2019 for the Dell consolidated group, of which VMware was part beginning in Dell’s fiscal year 2017. While we believe we have complied with all applicable income tax laws and made reasonable tax estimates, a governing tax authority could have a
24

different legal interpretation and a final determination of tax audits or disputes may differ from what is reflected in our historical income tax provisions or benefits and accruals and we may be assessed with additional taxes. In addition, regulatory guidance is still forthcoming with respect to the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”) and such guidance may adversely impact our tax provision. Any assessment of additional taxes could materially affect our financial condition and operating results.
Our future effective tax rate may be affected by such factors as:
the expiration of legal statutes of limitation and settlements of audits;
the impact of accounting for stock-based compensation and for business combinations, such as our acquisition of Pivotal, which was accounted for as a common control transaction;
the recognition of excess tax benefits or deficiencies within the income tax provision or benefit in the period in which they occur;
the overall levels and proportion of our income before provision for income taxes earned in the U.S. and in jurisdictions with a tax rate lower than the U.S. statutory rate; and
changes in tax laws or their interpretations, in our business or statutory rates, and in our corporate structure.
For example, in October 2014, Ireland announced revisions to its tax regulations, that, among other things, would raise tax rates on the foreign earnings of our Ireland-organized subsidiary by which our non-U.S. earnings are primarily earned. For this and other reasons, we proactively made structural changes to mitigate the impact of the changing Irish tax regulations to our future tax rates. Numerous other countries have also recently enacted or are considering enacting changes to tax laws, administrative interpretations, decisions, policies and positions. These and any other significant changes to U.S., Irish or international tax laws could materially adversely affect our effective tax rate, the timing and amount of our tax liabilities and payments, our financial condition and operating results.
Security Risks
Cybersecurity breaches of our systems or the systems of our vendors, partners and suppliers could materially harm our business.
Cyber risks represent a large and growing risk to our business, as we depend upon our IT systems, proprietary software and services, as well as the systems of SaaS providers, to conduct virtually all of our business operations. Some of the factors that contribute to significant cyber risks include:
We increasingly develop and maintain large data sets and rely on machine learning, artificial intelligence and analytics to provide services to our customers and partners.
Customers conduct purchase and service transactions online, and we store increasing amounts of customer data and host or manage parts of customers’ businesses in cloud-based IT environments.
Due to the COVID-19 pandemic and the rollout of our “Future of Work” program to work from anywhere, greater numbers of our employees work remotely, making them and us more vulnerable to cyber-attacks, including email phishing and social engineering.
We rely on third parties and their systems for a number of our business functions and to sell our products and services as distributors, resellers, system vendors and systems integrators.
Sophisticated hardware, software and applications that we produce or procure from third parties may contain defects that could unexpectedly interfere with our systems and processes.
Our leadership position in the enterprise security industry makes us and our products a target of computer hackers seeking to compromise product security.
Cyber-attacks, which are increasing in number and technical sophistication, threaten to misappropriate our proprietary information, cause interruptions of our IT services, extract financial gain and commit fraud. We may not be able to anticipate the techniques used in such attacks, as they change frequently and may not be recognized until launched. If unauthorized access or sabotage remains undetected for an extended period of time, the effects of any such breach could be exacerbated.
Unauthorized parties (which may have included nation states and individuals sponsored by them) have penetrated our network security and our website in the past and may do so in the future. Employees or contractors have introduced vulnerabilities in, and enabled the exploitation of, our IT environments in the past and may do so in the future. Additionally, we are increasingly targeted for financial gain and fraud by criminal persons and groups that seek to extort or steal funds from companies and employees. Accordingly, if our cybersecurity systems and those of our contractors, partners and vendors fail to protect against breaches, our ability to conduct our business could be damaged in a number of ways, including:
25

sensitive data regarding our business, including intellectual property and other proprietary data, could be stolen;
our electronic communications systems, including email and other methods, could be disrupted, and our ability to conduct our business operations could be seriously damaged they are restored and secured;
our ability to process and electronically deliver customer orders could be degraded, and our distribution channels could be disrupted, resulting in delays in revenue recognition;
defects and security vulnerabilities could be exploited or introduced into our software products or our subscription and SaaS offerings and impair or disrupt them, thereby damaging the reputation and perceived reliability and security of our products and services and potentially making the data systems of our customers and partners vulnerable to further data loss and cyber incidents; and
personally identifiable information or confidential data of our customers, employees and business partners could be stolen or lost.
Should any of the above events occur, or are perceived to have occurred, we could be subject to significant claims for liability from our customers, partners, vendors, or employees (among others); we could face regulatory actions and sanctions from governmental agencies under privacy, data protection or other laws; our ability to protect our intellectual property rights could be compromised; our reputation and competitive position could be materially harmed; we could face material losses as the result of successful financial cyber-fraud schemes; and we could incur significant costs in order to upgrade our cybersecurity systems, remediate damages and defend the Company in any legal, regulatory or legislative proceedings. Consequently, our business, financial condition and operating results could be materially adversely affected.
Our products and services are highly technical and may contain or be subject to other suppliers’ errors, defects or security vulnerabilities.
Our products and services are highly technical and complex and, when deployed, have contained and may contain errors, defects or security vulnerabilities, some of which may only be discovered after a product or service has been installed and used by customers. Unanticipated vulnerabilities in user environments, installation errors or misuse can also lead to unintended access to or exploitation of our products. Accordingly, from time to time we have issued security alerts and provided software updates to customers when such issues have been identified. Undiscovered vulnerabilities in our products or services could expose our customers to hackers or other unscrupulous third parties who develop and deploy viruses, worms and other malicious software programs that could attack our products or services. Further, our use of open-source software in our offerings can make our products and services vulnerable to additional security risks not posed by proprietary products. In the past, VMware has been made aware of public postings by hackers of portions of our source code. It is possible that the released source code could expose unknown security vulnerabilities in our products and services that could be exploited by hackers or others. VMware products and services are also subject to known and unknown security vulnerabilities resulting from integration with products or services of other companies (such as applications, operating systems or semiconductors). Actual or perceived errors, defects or security vulnerabilities in our products or services could harm our reputation and lead some customers to return products or services, reduce or delay future purchases or use competitive products or services, all of which could materially negatively impact our business, operating results and stock price.
Problems with our information systems could interfere with our business and could adversely impact our operations.
We rely on our information systems and those of third parties for fulfilling contractual obligations, including processing customer orders, delivering products and providing services, performing accounting operations and otherwise running our business. If our systems fail, our disaster and data recovery planning and capacity may prove insufficient to enable timely recovery of important functions and business records. Additionally, our information systems may not efficiently support new business models and initiatives, and significant investments could be required in order to upgrade existing or implement new systems. Business requirements may require additional capabilities including implementation of a new information system. For example, during the first quarter of fiscal 2020 we implemented a new lease accounting software to facilitate the preparation of financial information related to the adoption of accounting standard updates. Further, we continuously work to enhance our information systems, such as our enterprise resource planning software, and the implementation of such enhancements is frequently disruptive to the underlying enterprise, which may especially be the case for us due to the size and complexity of our business, and may disrupt internal controls and business processes that could introduce unintended vulnerability to error. Any such disruption to our information systems and those of the third parties upon whom we rely could have a material impact on our business.
26

Legal and Compliance Risks
We are involved in litigation, investigations and regulatory inquiries and proceedings that could negatively affect us.
As described in Note E (Litigation) to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, we are, and may become, involved in various legal and regulatory proceedings, and investigations relating to our business, including with respect to antitrust and competition, breach of contract, class action, commercial, corporate governance, cybersecurity, employment, intellectual property, privacy, securities, and whistleblower matters. Matters such as these may impact our business in different ways. Intellectual property infringement claims, for example, may seek injunctive relief or other court orders that could prevent us from offering our products. As a result, we might be required to seek a license for the use of such intellectual property, which may not be available on commercially reasonable terms or at all, or we may be required to develop non-infringing technology, which could require significant effort and expense and may ultimately not be successful. Because we generally indemnify our customers and partners from intellectual property infringement claims in connection with the use of our products, we may be called on to defend these customers and partners in litigation. From time to time, we also receive inquiries from and have discussions with government entities regarding our compliance with laws and regulations. Such litigation, investigations, regulatory inquiries, and proceedings can be unpredictable and time-consuming, divert management’s attention and resources, and cause us to incur significant expenses. Allegations made in connection with these matters may harm our reputation, regardless of their merit and could have a material adverse impact on our business, financial condition, cash flows or results of operations if decided adversely to or settled by us.
We may not be able to adequately protect our intellectual property rights.
We depend on our ability to protect our proprietary technology. We rely on trade secret, patent, copyright and trademark laws and confidentiality agreements with employees and third parties, all of which offer only limited protection. As such, despite our efforts, the steps we have taken to protect our proprietary rights may not be adequate to prevent misappropriation of our proprietary information or infringement of our intellectual property rights, and our ability to police such misappropriation or infringement is uncertain, particularly in countries outside of the U.S. In addition, we rely on confidentiality and license agreements with third parties in connection with their use of our products and technology. There is no guarantee that such parties will abide by the terms of such agreements or that we will be able to adequately enforce our rights, in part because we rely on “click-wrap” and “shrink-wrap” licenses in some instances.
Detecting and protecting against the unauthorized use of our products, technology proprietary rights and intellectual property rights is expensive, difficult, uncertain and, in some cases, impossible. Litigation is necessary from time to time to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property, which could result in a substantial loss of our market share.
Actual or perceived non-compliance with privacy and data protection laws, regulations and standards could adversely impact our business.
Our business is subject to laws and regulations by various federal, state and international legislative and governmental agencies responsible for legislating, monitoring and enforcing privacy and data protection laws (“Data Privacy Laws”). The regulatory framework regarding the collection, protection, use, transfer and disclosure of personal information is rapidly evolving, and Data Privacy Laws are subject to new and changing interpretations and amendments, creating uncertainty and additional legal obligations for ourselves, our partners, vendors and customers. We expect that there will continue to be newly proposed or changes to interpretations of existing Data Privacy Laws and industry standards, including self-regulatory standards advocated by industry groups, in various jurisdictions globally, and we may not be able to appropriately anticipate or timely respond to the impacts such and similar developments may have on our business or the businesses of our partners, vendors and customers.
We continue to regularly enhance our policies and controls across our business relating to how we and our business partners collect, protect and use customer and employee personal information. Ongoing changes to the regulatory landscape will likely increase the cost and complexity of our business relationships, internal operations and the delivery of our products and services. In addition, this may affect our ability to run promotions and effectively market our offerings and could subsequently impact the demand for our products and services.
Any actual or perceived failure by us or our business partners to comply with Data Privacy Laws, the privacy commitments contained in our contracts, or the privacy notices we have posted on our website could subject us to investigations, sanctions, enforcement actions, negative financial consequences, civil and criminal liability or injunctions. For example, failure to comply with the EU’s General Data Protection Regulation requirements may lead to fines of up to €20 million or 4% of the annual global revenues of the infringer, whichever is greater. Additionally, as a technology provider, our customers expect us to demonstrate compliance with current Data Privacy Laws and further make contractual commitments and implement processes to enable the customer to comply with their own obligations under Data Protection Laws, and our actual or perceived inability
27

to do so may adversely impact sales of our products and services, particularly to customers in highly regulated industries. As a result, our reputation and brand may be harmed, we could incur significant costs, and our financial and operating results could be materially adversely affected.
Our use of “open source” software in our products could negatively affect our ability to sell our products and subject us to litigation.
Many of our products and services incorporate so-called “open source” software, and we may incorporate open source software into other products and services in the future. Open source software is generally licensed by its authors or other third parties under open source licenses. Open source licensors generally do not provide warranties or assurance of title or controls on origin of the software, which exposes us to potential liability if the software fails to work or infringes the intellectual property of a third party.
We monitor our use of open source software in an effort to avoid subjecting our products to conditions we do not intend and avoid exposing us to unacceptable financial risk. However, the processes we follow to monitor our use of open source software could fail to achieve their intended result. In addition, although we believe that we have complied with our obligations under the various applicable licenses for open source software that we use, there is little or no legal precedent governing the interpretation of terms in most of these licenses, which increases the risk that a court could interpret the licenses differently than we do.
From time to time, we receive inquiries or claims from authors or distributors of open source software included in our products regarding our compliance with the conditions of one or more open source licenses. An adverse outcome to a claim could require us to:
pay significant damages;
stop distributing our products that contain the open source software;
revise or modify our product code to remove alleged infringing code;
release the source code of our proprietary software; or
take other steps to avoid or remedy an alleged infringement.
We have faced and successfully defended against allegations of copyright infringement and failing to comply with the terms of the open source General Public License v.2, but we can provide no assurances that we will not face similar lawsuits with respect to our use of open source software in the future, nor what the outcome of any such lawsuits may be.
If we fail to comply with government contracting regulations, our business could be adversely affected.
Our contracts with federal, state, local and non-U.S. governmental customers and our arrangements with distributors and resellers who may sell directly to governmental customers are subject to various procurement regulations, contract provisions and other requirements relating to their formation, administration and performance. Any failure by us to comply with government contracting regulations could result in the imposition of various civil and criminal penalties, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspension from future government contracting, any of which could adversely affect our business, operating results or financial condition. Further, any negative publicity related to our government contracts or any proceedings surrounding them, regardless of accuracy, may damage our business and affect our ability to compete for new contracts.
Risks Related to Our Relationship with Dell
Our relationship with Dell may adversely impact our business and stock price.
As of January 29, 2021, Dell beneficially owned 30,678,605 shares of our Class A common stock and all 307,221,836 shares of our Class B common stock, representing 80.6% of the total outstanding shares of common stock or 97.4% of the voting power of outstanding common stock held by EMC, and we are considered a “controlled” company under the rules of the New York Stock Exchange (“NYSE”). Accordingly, strategic and business decisions made by Dell can impact our strategic and business decisions and relationships, and public speculation regarding Dell’s strategic direction and prospects, as well as our relationship with Dell, can cause our stock price to fluctuate.
For example, in July 2020, Dell announced that it was exploring its strategic alternatives with respect to its ownership interest in us, including a possible spin-off of its ownership interest to Dell stockholders and that as part of that exploration it also expected to explore certain terms and conditions that could include negotiating a special cash dividend to be paid by VMware on a pro rata basis to all VMware stockholders that VMware would fund, in part, through the incurrence of additional indebtedness. A special committee of independent directors of our board of directors has been evaluating the spin-off. However, there can be no assurance that a spin-off will occur. Previously, during 2018, Dell had conducted a review of its strategic alternatives that led to Dell’s exchange of its Class V common stock designed to track our financial performance for its Class C
28

common stock and our payment of a special cash dividend totaling $11.0 billion. Throughout that year, the stock price of our Class A common stock experienced periods of significant volatility related to public speculation regarding the outcome of Dell’s strategic review and the likelihood of its success. Additionally, speculation regarding how our relationship with Dell might be affected by Dell’s status as a publicly traded company or additional strategic transactions involving Dell, such as our acquisition of Pivotal in December 2019, creates uncertainty for our stockholders, customers, partners and employees, which could negatively impact sales, make it difficult to attract and retain employees and distract management’s focus from executing on other strategic initiatives.
A number of other factors relating to our relationship with Dell could adversely affect our business or our stock price in the future, including:
Dell is able to control matters requiring our stockholders’ approval, including the election of a majority of our directors as described in the risk factors below.
Dell could implement changes to our business, including changing our commercial relationship with Dell or taking other corporate actions, such as participating in business combinations, that our other stockholders may not view as beneficial.
We have arrangements with a number of companies that compete with Dell, and our relationship with Dell could adversely affect our relationships with these companies or other customers, suppliers and partners.
Since the Dell Acquisition, the portion of our bookings that are realized through Dell sales channels has grown more rapidly than our sales through non-Dell resellers and distributors, and we expect this trend to continue. To the extent that we find ourselves relying more heavily upon Dell for our channel sales, Dell’s leverage over our sales and marketing efforts may increase and our ability to negotiate favorable go-to-market arrangements with Dell and with other channel partners may decline. During the fiscal 2021, revenue from Dell, including purchases of products and services directly from us, as well as through our channel partners, accounted for 35% of our consolidated revenue, which included revenue from Dell selling joint solutions as an OEM, acting as a distributor to other non-Dell resellers, reselling products and services as a reseller or purchasing products and services for its own internal use. On certain transactions, Dell Financial Services also provided financing to our end users at our end users’ discretion.
Dell has a right to approve certain matters under our certificate of incorporation, including acquisitions or investments in excess of $100 million, and Dell may choose not to consent to matters that our board of directors believes are in the best interests of VMware.
Dell is highly leveraged and commits a substantial portion of its cash flows to servicing its indebtedness. Dell’s significant debt could create the perception that Dell may exercise its control over us to limit our growth in favor of its other businesses or cause us to transfer cash to Dell and incur additional indebtedness. In addition, if Dell defaults, or appears in danger of defaulting, on its indebtedness, uncertainty as to the impact of such a default on VMware could disrupt our business.
Investor perceptions of Dell’s performance, future plans and prospects could contribute to volatility in the price of our Class A common stock.
Some of our products compete directly with products sold or distributed by Dell, which could result in reduced sales.
Holders of our Class A common stock have limited ability to influence matters requiring stockholder approval.
As of January 29, 2021, Dell controlled 80.6% of the total outstanding shares of common stock, including all of our outstanding Class B common stock, representing 97.4% of the voting power of our total outstanding common stock. Through its control of the Class B common stock, which is generally entitled to 10 votes per share, Dell controls the vote to elect all of our directors and to approve or disapprove all other matters submitted to a stockholder vote.
Prior to a distribution by Dell to its stockholders under Section 355 of the Internal Revenue Code of 1986, as amended (a “355 Distribution”), shares of Class B common stock transferred to any party other than a successor-in-interest or a subsidiary of EMC automatically convert into Class A common stock. Dell’s voting control over VMware will continue so long as the shares of Class B common stock it controls continue to represent at least 20% of our outstanding stock. If its ownership falls below 20% of the outstanding shares of our common stock, all outstanding shares of Class B common stock will automatically convert to Class A common stock. If Dell effects a 355 Distribution at a time when it holds shares of Class B common stock, its stockholders will receive Class B common stock. These shares will remain entitled to 10 votes per share, holders of these shares will remain entitled to elect 80% of the total number of directors on our board of directors and the holders of our Class A common stock will continue to have limited ability to influence matters requiring stockholder approval and have limited ability to elect members of our board of directors. Following a 355 Distribution, shares of Class B common stock may convert to Class A common stock if such conversion is approved by VMware stockholders after the 355 Distribution and we have obtained a private letter ruling from the IRS.
29

Dell has the ability to prevent us from taking actions that might be in our best interest.
Under our certificate of incorporation and the master transaction agreement we entered into with EMC, we must (subject to certain exceptions) obtain the consent of EMC (which is controlled by Dell) or its successor-in-interest, as the holder of our Class B common stock, prior to taking specified actions, such as acquiring other companies for consideration in excess of $100 million, issuing stock or other VMware securities, except pursuant to employee benefit plans (provided that we obtain Class B common stockholder approval of the aggregate annual number of shares to be granted under such plans), paying dividends, entering into any exclusive or exclusionary arrangement with a third party involving, in whole or in part, products or services that are similar to EMC’s or amending certain provisions of our charter documents. In addition, we have agreed that for so long as EMC or its successor-in-interest continues to own greater than 50% of the voting control of our outstanding common stock, we will not knowingly take or fail to take any action that could reasonably be expected to preclude the ability of EMC or its successor-in-interest (including Dell) to undertake a tax-free spin-off. If Dell does not provide any requisite consent allowing us to conduct such activities when requested, we will not be able to conduct such activities. As a result, we may have to forgo capital raising or acquisition opportunities that would otherwise be available to us, and we may be precluded from pursuing certain growth initiatives.
By becoming a stockholder in our company, holders of our Class A common stock are deemed to have notice of and have consented to the provisions of our certificate of incorporation and the master transaction agreement with respect to the limitations that are described above.
Dell has the ability to prevent a change-in-control transaction and may sell control of VMware without benefiting other stockholders.
Dell’s voting control and its additional rights described above give Dell the ability to prevent transactions that would result in a change of control of VMware, including transactions in which holders of our Class A common stock might otherwise receive a premium for their shares over the then-current market price. In addition, Dell is not prohibited from selling a controlling interest in us to a third party and may do so without the approval of the holders of our Class A common stock and without providing for a purchase of any shares of Class A common stock held by persons other than Dell. Accordingly, shares of Class A common stock may be worth less than they would be if Dell did not maintain voting control over us or if Dell did not have the additional rights described above.
If Dell’s level of ownership significantly increases, Dell could unilaterally effect a merger of VMware into Dell without a vote of VMware stockholders or the VMware Board of Directors at a price per share that might not reflect a premium to then-current market prices.
As of January 29, 2021, Dell controlled 80.6% of VMware’s outstanding common stock, and Dell’s percentage ownership of VMware common stock could increase as a result of repurchases by VMware of its Class A common stock or purchases by Dell. Section 253 of the Delaware General Corporation Law permits a parent company, when it owns 90% or more of each class of a subsidiary’s stock that generally would be entitled to vote on a merger of that subsidiary with the parent, to unilaterally effect a merger of the subsidiary into the parent without a vote of the subsidiary’s board or stockholders. Accordingly, if Dell becomes the holder of at least 90% of VMware’s outstanding stock, neither VMware’s board of directors nor VMware’s stockholders would be entitled to vote on a merger of VMware into Dell (the “short-form merger”). Moreover, a short-form merger is not subject to the stringent “entire fairness” standard and the parent company is not required to negotiate with a special committee of disinterested directors that would serve to approximate arm’s length negotiations designed to ensure that a fair price is paid. Rather, a minority stockholder’s sole remedy in the context of a short-form merger is to exercise appraisal rights under Delaware law. In such a proceeding, petitioning stockholders may be awarded more or less than the merger price or the amount they would have received in a merger negotiated between the parent and a disinterested special committee advised by independent financial and legal advisors. Pursuant to a letter agreement entered into by VMware and Dell on July 1, 2018, until the ten-year anniversary of the agreement, Dell may not purchase or otherwise acquire any shares of common stock of VMware if such acquisition would cause the common stock of VMware to no longer be publicly traded on a U.S. securities exchange or VMware to no longer be required to file reports under Sections 13 and 15(d) of the Exchange Act, in each case, unless such transaction has been approved in advance by a special committee of the VMware Board of Directors comprised solely of independent and disinterested directors or such acquisition of VMware common stock is required in order for VMware to continue to be a member of the affiliated group of corporations filing a consolidated tax return with Dell.
We engage in related persons transactions with Dell that may divert our resources, create opportunity costs and prove to be unsuccessful.
We currently engage in a number of related persons transactions with Dell that include joint product development, go-to-market, branding, sales, customer service activities, real estate and various support services, and we expect to engage in additional related persons transactions with Dell to leverage the benefits of our strategic alignment. For example, in December 2019, we acquired Pivotal, a then majority owned subsidiary of Dell and a company in which we held a significant ownership interest.
30

We believe that these related persons transactions provide us a unique opportunity to leverage the respective technical expertise, product strengths and market presence of Dell and its subsidiaries for the benefit of our customers and stockholders while enabling us to compete more effectively with competitors who are much larger than us. However, these transactions may prove not to be successful and may divert our resources or the attention of our management from other opportunities. Negotiating and implementing these arrangements can be time consuming and cause delays in the introduction of joint product and service offerings and disruptions to VMware’s business. We cannot predict whether our stockholders and industry or securities analysts who cover us will react positively to announcements of new related persons transactions with Dell, and such announcements could have a negative impact on our stock price. Our participation in these transactions may also cause certain of our other vendors and ecosystem partners who compete with Dell and its subsidiaries to also view us as their competitors.
Our business and Dell’s businesses overlap, and Dell may compete with us, which could reduce our market share.
We and Dell are IT infrastructure companies providing products and services that overlap in various areas, including software-based storage, management, hyperconverged infrastructure and cloud computing. Dell competes with us in these areas now and may engage in increased competition with us in the future. In addition, the intellectual property agreement that we have entered into with EMC (which is controlled by Dell) provides EMC the ability to use our source code and intellectual property, which, subject to limitations, it may use to produce certain products that compete with ours. EMC’s rights in this regard extend to its majority-owned subsidiaries, which could include joint ventures where EMC holds a majority position and one or more of our competitors hold minority positions.
Dell could assert control over us in a manner that could impede our growth or our ability to enter new markets or otherwise adversely affect our business. Further, Dell could utilize its control over us to cause us to take or refrain from taking certain actions, including entering into relationships with channel, technology and other marketing partners, enforcing our intellectual property rights or pursuing business combinations, other corporate opportunities (which EMC is expressly permitted to pursue under the circumstances set forth in our certificate of incorporation) or product development initiatives that could adversely affect our competitive position, including our competitive position relative to that of Dell in markets where we compete with Dell. In addition, Dell maintains significant partnerships with certain of our competitors, including Microsoft.
Dell’s competition in certain markets may affect our ability to build and maintain partnerships.
Our existing and potential partner relationships may be negatively affected by our relationship with Dell. We partner with a number of companies that compete with Dell in certain markets in which Dell participates. Dell’s control of EMC’s majority ownership in us may affect our ability to effectively partner with these companies. These companies may favor our competitors because of our relationship with Dell.
Dell competes with certain of our significant channel, technology and other marketing partners, including IBM and Hewlett-Packard. Pursuant to our certificate of incorporation and other agreements that we have with EMC, EMC and Dell may have the ability to impact our relationship with those of our partners that compete with EMC or Dell, which could have a material adverse effect on our operating results and our ability to pursue opportunities that may otherwise be available to us.
We could be held liable for the tax liabilities of other members of Dell’s consolidated tax group, and compared to our historical results as a member of the EMC consolidated tax group, our tax liabilities may increase, fluctuate more widely and be less predictable.
We have historically been included in EMC’s consolidated group for U.S. federal income tax purposes, as well as in certain consolidated, combined or unitary groups that include EMC or certain of its subsidiaries for state and local income tax purposes, and since the Dell Acquisition, we have been included in Dell’s consolidated tax group. Effective as of the close of the Dell Acquisition, we amended our tax sharing agreement with EMC to include Dell. Although our tax sharing agreement provides that our tax liability is calculated primarily as though VMware were a separate taxpayer, certain tax attributes and transactions are assessed using consolidated tax return rules as applied to the Dell consolidated tax group and are subject to other specialized terms under the tax sharing agreement. Pursuant to our agreement, we and Dell generally will make payments to each other such that, with respect to tax returns for any taxable period in which we or any of our subsidiaries are included in Dell’s consolidated group for U.S. federal income tax purposes or any other consolidated, combined or unitary group of Dell or its subsidiaries, the amount of taxes to be paid by us will be determined, subject to certain consolidated return adjustments, as if we and each of our subsidiaries included in such consolidated, combined or unitary group filed our own consolidated, combined or unitary tax return. Consequently, compared to our historical results as a member of the EMC consolidated tax group, the amount of our tax sharing payment compared to our separate return basis liability may increase, vary more widely from period to period and be less predictable. Additionally, the impact of the 2017 Tax Act upon consolidated groups is highly complex and uncertain and its impact must be further interpreted in the context of the tax sharing agreement to determine VMware’s tax sharing payment. In April 2019, VMware, Dell and EMC entered into a letter agreement that governs our portion of the one-time transition tax imposed by the 2017 Tax Act on accumulated earnings of foreign subsidiaries.
31

When we become subject to federal income tax audits as a member of Dell’s consolidated group, the tax sharing agreement provides that Dell has authority to control the audit and represent Dell and our interests to the IRS. Accordingly, if we and Dell or its successor-in-interest differ on appropriate responses and positions to take with respect to tax questions that may arise in the course of an audit, our ability to affect the outcome of such audits may be impaired. In addition, if Dell effects a 355 Distribution or other transaction that is subsequently determined to be taxable, we could be liable for all or a portion of the tax liability, which could have a material adverse effect on our operating results and financial condition.
We have been included in the EMC consolidated group for U.S. federal income tax purposes since our acquisition by EMC in 2004 and will continue to be included in Dell’s consolidated group for periods in which Dell or its successor-in-interest beneficially owns at least 80% of the total voting power and value of our outstanding stock. Each member of a consolidated group during any part of a consolidated return year is jointly and severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon. Similarly, in some jurisdictions, each member of a consolidated, combined or unitary group for state, local or foreign income tax purposes is jointly and severally liable for the state, local or foreign income tax liability of each other member of the consolidated, combined or unitary group. Accordingly, for any period in which we are included in the Dell consolidated group for U.S. federal income tax purposes or any other consolidated, combined or unitary group of Dell and its subsidiaries, we could be liable in the event that any income tax liability was incurred, but not discharged, by any other member of any such group.
During the fourth quarter of fiscal 2020, we completed the acquisition of Pivotal. Pivotal will continue 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. Pivotal continues to be included on Dell’s unitary state tax returns. Pursuant to a tax sharing agreement, Pivotal may receive or owe payments from or to Dell for tax benefits or expenses that Dell realized due to Pivotal’s inclusion on such returns.
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.
Also, under the tax sharing agreement, if it is subsequently determined that the tracking stock issued in connection with the Dell Acquisition and which Dell subsequently eliminated through a share exchange constitutes a taxable distribution, we could be liable for all or a portion of the tax liability, which could have a material adverse effect on our operating results and financial condition.
We have limited ability to resolve favorably any disputes that arise between us and Dell.
Disputes may arise between Dell and us in a number of areas relating to our ongoing relationships, including our reseller, technology and other business agreements with Dell, areas of competitive overlap, strategic initiatives, requests for consent to activities specified in our certificate of incorporation and the terms of our intercompany agreements. We may not be able to resolve any potential conflicts with Dell, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party.
While we are controlled by Dell, we may not have the leverage to negotiate renewals or amendments to these agreements, if required, on terms as favorable to us as those we would negotiate with an unaffiliated third party, if at all.
Some of our directors have potential conflicts of interest with Dell.
The Chairman of our Board of Directors, Michael Dell, is also Chairman and CEO of Dell and is a significant stockholder of Dell, and one of our directors, Egon Durbin, is member of the Dell board of directors and managing partner of Silver Lake Partners, which is a significant stockholder of Dell. Another of our directors also holds shares of Dell common stock. Dell, through its controlling voting interest in our outstanding common stock, is entitled to elect 8 of our 10 directors and possesses sufficient voting control to elect the remaining directors. Ownership of Dell common stock by our directors and the presence of executive officers or directors of Dell on our board of directors could create, or appear to create, conflicts of interest with respect to matters involving both us and Dell that could have different implications for Dell than they do for us. Our Board has approved resolutions that address corporate opportunities that are presented to our directors that are also directors or officers of Dell. These provisions may not adequately address potential conflicts of interest or ensure that potential conflicts of interest will be resolved in our favor. As a result, we may not be able to take advantage of corporate opportunities presented to individuals who are directors of both us and Dell and we may be precluded from pursuing certain growth initiatives.
32

We are a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, are relying on exemptions from certain corporate governance requirements that provide protection to stockholders of companies that are not “controlled companies.”
Dell owns more than 50% of the total voting power of our common stock and, as a result, we are a “controlled company” under the NYSE corporate governance standards. As a controlled company, we are exempt under the NYSE standards from the obligation to comply with certain NYSE corporate governance requirements, including the requirements:
that a majority of our board of directors consists of independent directors;
that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
for an annual performance evaluation of the nominating and governance committee and compensation committee.
While we have voluntarily caused our Compensation and Corporate Governance Committee to currently be composed entirely of independent directors, reflecting the requirements of the NYSE, we are not required to maintain the independent composition of the committee. As a result of our use of the “controlled company” exemptions, holders of our Class A common stock will not have the same protection afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.
Dell’s ability to control our board of directors may make it difficult for us to recruit independent directors.
So long as Dell beneficially owns shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of outstanding voting stock, Dell can effectively control and direct our board of directors. Further, the interests of Dell and our other stockholders may diverge. Under these circumstances, it may become difficult for us to recruit independent directors.
Our historical financial information as a majority-owned subsidiary may not be representative of the results of a completely independent public company.
The financial information covering the periods included in this Annual Report on Form 10-K does not necessarily reflect what our financial condition, operating results or cash flows would have been had we been a completely independent entity during those periods. In certain geographic regions where we do not have an established legal entity, we contract with Dell subsidiaries for support services and Dell personnel who are managed by us. The costs incurred by Dell on our behalf related to these employees are passed on to us and we are charged a mark-up intended to approximate costs that would have been charged had we contracted for such services with an unrelated third party. These costs are included as expenses on our consolidated statements of income. Additionally, we engage with Dell in related party transactions, including agreements regarding the use of Dell’s and our intellectual property and real estate, agreements regarding the sale of goods and services to one another, and agreements for Dell to resell and distribute our products and services to third party customers. If Dell were to distribute its shares of our common stock to its stockholders or otherwise divest itself of all or a significant portion of its VMware shares, there would be numerous implications to us, including the fact that we could lose the benefit of these arrangements with Dell. There can be no assurance that we would be able to renegotiate these arrangements with Dell or replace them on the same or similar terms. Additionally, our business could face significant disruption and uncertainty as we transition from these arrangements with Dell. Moreover, our historical financial information is not necessarily indicative of what our financial condition, operating results or cash flows would be in the future if and when we contract at arm’s length with independent third parties for the services we have received and currently receive from Dell. During the year ended January 29, 2021, we recognized revenue of $4.1 billion, and as of January 29, 2021, $5.0 billion of sales were included in unearned revenue from such transactions with Dell. For additional information, refer to “Our Relationship with Dell” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and Note D to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Risks Related to Owning Our Class A Common Stock
The price of our Class A common stock has fluctuated significantly in recent years and may fluctuate significantly in the future.
The trading price of our Class A common stock has fluctuated significantly in the past and could fluctuate substantially in the future due to the factors discussed in this Risk Factors section and elsewhere in this Annual Report on Form 10-K.
Dell, which beneficially owned 80.6% of our outstanding stock as of January 29, 2021, is not restricted from selling its shares and is entitled to certain registration rights. If a significant number of shares enters the public trading markets in a short period of time, the market price of our Class A common stock may decline. In addition, if our Class B common stock is
33

distributed to Dell stockholders and remains outstanding, it would trade separately from and potentially at a premium to our Class A common stock, and could thereby contribute additional volatility to the price of our Class A common stock.
Broad market and industry factors may also decrease the market price of our Class A common stock, regardless of our actual operating performance. The stock market in general and technology companies in particular have often experienced extreme price and volume fluctuations. Our public float is also relatively small due to Dell’s holdings, which can result in greater volatility in our stock compared to that of other companies with a market capitalization similar to ours. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted, including against us, and, if not resolved swiftly, can result in substantial costs and a diversion of management’s attention and resources.
Anti-takeover provisions in Delaware law and our charter documents could discourage takeover attempts.
As our controlling stockholder, Dell has the ability to prevent a change in control of VMware. Provisions in our certificate of incorporation and bylaws may also have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:
the division of our board of directors into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at any annual meeting;
the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors;
following a 355 Distribution of Class B common stock by Dell to its stockholders, the restriction that a beneficial owner of 10% or more of our Class B common stock may not vote in any election of directors unless such person or group also owns at least an equivalent percentage of Class A common stock or obtains approval of our board of directors prior to acquiring beneficial ownership of at least 5% of Class B common stock;
the prohibition of cumulative voting in the election of directors or any other matters, which would otherwise allow less than a majority of stockholders to elect director candidates;
the requirement for advance notice for nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting;
the ability of the board of directors to issue, without stockholder approval, up to 100,000,000 shares of preferred stock with terms set by the board of directors, which rights could be senior to those of common stock; and
in the event that Dell or its successor-in-interest no longer owns shares of our common stock representing at least a majority of the votes entitled to be cast in the election of directors, stockholders may not act by written consent and may not call special meetings of the stockholders.
In addition, we have elected to apply the provisions of Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us. These provisions in our certificate of incorporation and bylaws and under Delaware law could discourage potential takeover attempts and could reduce the price that investors might be willing to pay for shares of our common stock.
General Risks
We are exposed to foreign exchange risks.
We conduct a meaningful portion of our business in currencies other than the U.S. dollar, but report our operating results in U.S. dollars. Accordingly, our operating results are subject to fluctuations in currency exchange rates. The realized gain or loss on foreign currency transactions is dependent upon the types of foreign currency transactions into which we enter, the exchange rates associated with these transactions and changes in those rates, the net realized gain or loss on our foreign currency forward contracts, among other factors. Although we hedge a portion of our foreign currency exposure, significant fluctuations in exchange rates between the U.S. dollar and foreign currencies have adversely affected, and may adversely affect in the future, our operating results. For example, the economic uncertainty introduced by Brexit resulted in significant volatility in the value of the British pound and other currencies, and the COVID-19 pandemic may make it more difficult for us to accurately forecast future transactions in foreign currencies and cause us to have to modify hedging positions, thereby adversely impacting the efficacy of our foreign currency hedging strategy and our operating results. Any future weakening of foreign currency exchange rates against the U.S. dollar would likely result in additional adverse impacts on our revenue.
If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings.
We may not realize all the economic benefit from our business acquisitions, which could result in an impairment of goodwill or intangibles. As of January 29, 2021, goodwill and amortizable intangible assets were $9.6 billion and $993 million,
34

respectively. We review our goodwill and amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment at least annually. Factors that may lead to impairment include a substantial decline in stock price and market capitalization or cash flows, reduced future cash flow estimates related to the assets and slower growth rates in our industry. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, which would negatively impact our operating results.
If securities or industry analysts change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
The trading market for our Class A common stock is influenced by the research and reports that industry or securities analysts publish about us, our business, our market or our competitors. If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline.
Changes in accounting principles and guidance could result in unfavorable accounting charges or effects.
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. These principles are subject to interpretation by the Securities and Exchange Commission and various bodies formed to create and interpret appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a material effect on our reported results, as well as our processes and related controls, and may retroactively affect previously reported results.
Natural disasters, catastrophic events or geo-political conditions could disrupt our business.
A significant natural disaster, such as an earthquake, fire, flood or other act of God, catastrophic event or pandemic, abrupt political change, terrorist activity and armed conflict, and any similar disruption, as well as any derivative disruption, such as those to services provided through localized physical infrastructure, including utility or telecommunication outages, or any to the continuity of our, our partners’ and our customers’ workforce, could have a material adverse impact on our business and operating results. Our worldwide operations are dependent on our network infrastructure, internal technology systems and website, as well as our intellectual property and personnel, significant portions of which, including our corporate headquarters, are located in California, a region known for seismic activity, fires and floods. Disruption to these dependencies may negatively impact our ability to respond to customer requests, process orders, provide services and maintain local and global business continuity. Delays or cancellations of customer orders or the deployment or availability of our products and services, for example, could materially impact our revenue. Furthermore, some of our newer product initiatives, offerings and business functions are hosted or carried out by third parties that may be vulnerable to these same types of disruptions, the response to or resolution of which may be beyond our control. Additionally, any such disruption could cause us to incur significant costs to repair damages to our facilities, equipment, infrastructure and business relationships.
Climate change may have a long-term negative impact on our business.
Risks related to rapid climate change may have an increasingly adverse impact on our business and those of our customers, partners and vendors in the longer term. While we seek to mitigate the business risks associated with climate change for our operations, there are inherent climate-related risks wherever business is conducted. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, data centers, vendors, customers or other stakeholders, is a priority. Any of our primary locations may be vulnerable to the adverse effects of climate change and the impacts of extreme weather events, which have caused regional short-term systemic failures in the U.S. and elsewhere. For example, our California headquarters are projected to be vulnerable to future water scarcity due to climate change. While this danger has a low-assessed risk of disrupting normal business operations, it has the potential to impact employees’ abilities to commute to work or to work from home and stay connected effectively. Climate-related events, including the increasing frequency of extreme weather events, their impact on critical infrastructure in the U.S. and internationally and their potential to increase political instability in regions where we, our customers, partners and our vendors do business, have the potential to disrupt our business, our third-party suppliers, or the business of our customers and partners, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations.
ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.
35

ITEM 2.PROPERTIES
As of January 29, 2021, we owned or leased the facilities described below:
LocationApproximate
Sq. Ft.
Principal Use(s)
Palo Alto, CAowned:1,604,769 (1)Executive and administrative offices, sales and marketing, and R&D
North and Latin American regionleased:1,926,745 Administrative offices, sales and marketing, R&D and data center
Asia Pacific regionleased:1,960,960 Administrative offices, sales and marketing, R&D and data center
Europe, Middle East and Africa regionleased:749,958 Administrative offices, sales and marketing, R&D and data center
(1) Represents all of the right, title and interest purchased in ground leases, which expire in fiscal 2047, covering the property and improvements located at VMware’s Palo Alto, California campus.
We believe that our current facilities will support our employee headcount through fiscal 2022 while working in a distributed manner that empowers our people to work from any location, consistent with business requirements. We review our real estate on an ongoing basis to support our growing employee base and operational excellence.
ITEM 3.LEGAL PROCEEDINGS
Refer to Note E to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for a description of legal proceedings. See also the risk factor entitled “We are involved in litigation, investigations and regulatory inquiries and proceedings that could negatively affect us” in Part I, Item 1A of this Annual Report on Form 10-K for a discussion of potential risks to our results of operations and financial condition that may arise from legal proceedings.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
36

PART II
ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Class A common stock, par value $0.01 per share, trades on the New York Stock Exchange under the symbol VMW.
Holders
As of March 16, 2021, we had 26 holders of record of our Class A common stock and three holders of record of our Class B common stock, EMC Corporation (“EMC”), VMW Holdco LLC and EMC Equity Assets LLC, each of which is an indirect wholly owned subsidiary of Dell Technologies Inc. (“Dell”).
Dividends
Subsequent to our initial public offering in August 2007, we have not declared or paid regular cash dividends on our common stock. On July 1, 2018, we declared a conditional special dividend of $11.0 billion, which was paid on December 28, 2018, with a per share dividend amount of $26.81.
On July 15, 2020, Dell Technologies Inc. (“Dell”) announced that it is exploring potential alternatives with respect to its ownership interest in VMware, Inc. (“VMware”), including a potential spin-off of its ownership interest to Dell stockholders that is intended to qualify as generally tax-free for U.S. federal income tax purposes to Dell and its stockholders (a “Spin-off”). VMware has formed a special committee of the board of directors (the “Special Committee”) to evaluate and engage in discussions and negotiations with Dell with respect to any proposal that may be made by Dell with respect to a Spin-off. As part of the discussions, VMware expects that it may negotiate with Dell the payment of a special cash dividend by VMware, which would be paid on a pro rata basis to all of VMware’s stockholders. Holders of our Class A common stock and our Class B common stock will share equally on a per share basis in any dividend declared on our common stock by our board of directors.
Recent Sales of Unregistered Securities
    None.
Issuer Purchases of Equity Securities
Issuer purchases of Class A common stock during the three months ended January 29, 2021 were as follows:
Total Number of Shares Purchased
Average Price Paid Per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs(2)
October 31 – November 27, 2020850,000 $141.83 850,000 $1,313,867,804 
November 28 – December 25, 2020750,000 141.78 750,000 1,207,530,664 
December 26, 2020 – January 29, 20211,114,591 136.65 1,114,591 1,055,223,853 
2,714,591 $139.69 2,714,591 1,055,223,853 
(1)The average price paid per share excludes commissions.
(2) Represents the cumulative amount remaining for stock repurchases under the May 2019 and July 2020 authorizations, which expire at the end of fiscal 2022. Amounts remaining exclude commissions. Refer to Note Q to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information.
37

Stock Performance Graph
The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index and the S&P 500 Systems Software index for the period beginning on December 31, 2015 through January 29, 2021, assuming an initial investment of $100. The stockholder return assumes reinvestment of dividends.vmw-20210129_g1.jpg
Base Period
12/31/2015
12/31/20162/3/20172/2/20182/1/20191/31/20201/29/2021
VMware, Inc.$100.00 $139.17 $157.24 $216.93 $320.27 $315.06 $293.34 
S&P 500 Index100.00 111.96 115.06 141.10 141.02 171.42 200.99 
S&P 500 Systems Software Index100.00 113.24 117.29 166.27 186.46 295.27 404.80 
Note: The stock price performance shown on the graph above is not necessarily indicative of future price performance. This graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
ITEM 6.SELECTED FINANCIAL DATA
Part II, Item 6 is no longer required as the Company has adopted certain provisions within the amendments to Regulation S-K that eliminate Item 301.
ITEM 7.    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 consolidated financial statements and notes to assist in understanding our results of operations and financial condition.
In December 2019, VMware completed the acquisition of Pivotal Software, Inc. (“Pivotal”), which was, at the time, a subsidiary of VMware’s parent company, Dell Technologies Inc. (“Dell”). The purchase of the controlling interest in Pivotal from Dell was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification 805-50, Business Combination - Related Issues, which requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. As such, prior period
38

financial information has been recast. The recast financial statements combine VMware’s historical financial results with those of Pivotal.
Additionally, effective with the fourth quarter of fiscal 2020, VMware is presenting new revenue and cost of revenue line items entitled, “subscription and SaaS revenue” and “cost of subscription and SaaS revenue.” Previously, subscription and software-as-a-service (“SaaS”) revenue was referred to as “hybrid cloud subscription and SaaS revenue” and was allocated between license revenue and services revenue on the consolidated statements of income. In light of our recent acquisitions, management decided to separately present revenue recognized from subscription and SaaS offerings as management believes it provides a more meaningful representation of the nature of its revenue. Revenue and its related costs from prior periods were reclassified to conform to the current presentation.
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.”
Discussion regarding our financial condition and results of operations for fiscal 2020 as compared to fiscal 2019 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on March 26, 2020.
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 businesses through a digital transformation. To take on these challenges, we are working with customers in the areas of hybrid and multi-cloud, modern applications, networking, security and digital workspaces. Our software provides a flexible digital foundation to enable customers in their digital transformations.
Our portfolio supports and addresses the key priorities of our customers including accelerating their cloud journey, migrating and modernizing their applications, empowering digital workspaces, transforming networking and embracing intrinsic security. We enable customers to digitally transform their operations as they ready their applications, infrastructure and employees for constantly evolving business needs.
We sell our solutions using enterprise agreements (“EAs”) or as part of our non-EA, or transactional, business. EAs are comprehensive offerings that may include license and subscription and SaaS, 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 resulting in additional license sales of both our existing and newer products and solutions.
Our vSphere and vRealize Cloud Management products 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 fiscal 2021, we saw a decline in our on-premises license sales, which were negatively impacted by the COVID-19 pandemic.
During fiscal 2021, revenue growth in our subscription and SaaS offerings was primarily driven by our VMware Cloud Provider Program (“VCPP”), VMware Workspace ONE (“Workspace ONE”), VMware Tanzu, VMware Cloud on AWS and VMware Carbon Black Cloud. We expect revenue growth derived from our subscription and SaaS offerings to continue. In addition, we expect operating margin to be negatively impacted in fiscal 2022 as a result of our incremental investment in our subscription and SaaS portfolio.
During fiscal 2021, we saw an increase in the portion of our sales occurring through our subscription and SaaS offerings compared to the portion of our on-premises solutions sold with perpetual licenses. As this trend continues, a greater portion of our revenue will be recognized over time as subscription and SaaS revenue rather than license revenue, which is typically recognized in the fiscal period in which sales occur. As a result, the rate of growth in our license revenue, which has historically been viewed as a leading indicator of our business performance, may be less relevant and we believe that the overall growth rate of our combined license and subscription and SaaS revenue, as well as the growth in remaining performance obligations, will become better indicators of our future growth prospects.
Dell Go-to-Market Initiatives
We continue joint marketing, sales, branding and product development efforts with Dell and other Dell companies to enhance the collective value we deliver to our mutual customers. During fiscal 2021, revenue from Dell, including purchases of
39

products and services directly from us, as well as through our channel partners, accounted for 35% of our consolidated revenue. These purchases included Dell as an original equipment manufacturer (“OEM”), which accounted for 12% of our revenue from Dell, or 4% of our consolidated revenue, during fiscal 2021. The remaining revenue from Dell consisted of Dell acting as a distributor to other non-Dell resellers, reselling products and services as a reseller or purchasing products and services for its own internal use. On certain transactions, Dell Financial Services (“DFS”) also provided financing to our end users at our end users’ discretion.
COVID-19 Impact
The worldwide spread of COVID-19 has resulted in, and may continue to cause, a global slowdown of economic activity while also disrupting sales channels and marketing activities for an unknown period of time until the disease is contained. While the COVID-19 pandemic has not had a material adverse financial impact on our operations to date, the future course of the pandemic, any resulting economic impact and the degree and rate of economic recovery remain highly uncertain and continue to rapidly evolve. Although the pandemic has not had the level of financial impact on our business in fiscal 2021 we initially expected, we did experience negative impacts on our sales and certain of our financial results and there continues to be uncertainty regarding the economic effects of the COVID-19 pandemic and the extent to which it will have a negative impact on our sales and our financial results into fiscal 2022. For example, license revenue decreased during fiscal 2021 due in part to the effects of COVID-19 as a number of our customers’ business plans were impacted by the pandemic. We also expect our operating margin to benefit into fiscal 2022 from some of the short-term COVID-19 impacts on our operating expenses, including travel-, employee- and facilities-related costs.
We continue to closely monitor the impact of the pandemic on all aspects of our business.
Results of Operations
Approximately 70% of our sales are denominated in the United States (“U.S.”) dollar. In certain countries, however, we also invoice and collect in various foreign currencies, principally 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): 
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
 202120202019$ Change% Change$ Change% Change
Revenue:
License$3,033 $3,181 $3,042 $(149)(5)%$139 %
Subscription and SaaS2,587 1,877 1,303 711 38 574 44 
Total license and subscription and SaaS5,620 5,058 4,345 562 11 713 16 
Services:
Software maintenance5,105 4,754 4,351 351 403 
Professional services1,042 999 917 43 82 
Total services6,147 5,753 5,268 394 485 
Total revenue$11,767 $10,811 $9,613 $956 $1,198 12 
Revenue:
United States$5,878 $5,405 $4,696 $473 %$709 15 %
International5,889 5,406 4,917 483 489 10 
Total revenue$11,767 $10,811 $9,613 $956 $1,198 12 
40

Revenue from our subscription offerings consisted primarily of our VCPP cloud-based offerings that are billed to customers on a consumption basis and revenue from VMware Tanzu and other offerings that are billed on a subscription basis. Revenue from our SaaS offerings consisted primarily of our Unified Endpoint Management mobile solution within Workspace ONE, VMware Cloud on AWS, CloudHealth by VMware and VMware SD-WAN by VeloCloud offerings, and newer SaaS offerings, such as VMware Carbon Black Cloud.
License revenue relating to the sale of on-premises licenses that are part of a multi-year contract is generally recognized upon delivery of the underlying license, whereas revenue derived from our subscription and SaaS offerings is generally recognized over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service.
License Revenue
License revenue decreased during fiscal 2021 compared to fiscal 2020, as a result of the economic impact of the COVID-19 pandemic on license sales, and due to a shift in demand from our on-premises solutions sold with perpetual licenses to cloud-based solutions. Additionally, as customers adopt our cloud-based offerings, license revenue may be lower and subject to greater fluctuation in the future, driven by a higher percentage of cloud-based offerings being sold as well as the variability of large deals between fiscal quarters, which deals historically have had a large license revenue impact.
Subscription and SaaS Revenue
Subscription and SaaS revenue increased during fiscal 2021 compared to fiscal 2020. Revenue growth from our VCPP, Workspace ONE, VMware Tanzu, VMware Cloud on AWS and VMware Carbon Black Cloud offerings continued to contribute to subscription and SaaS revenue growth during fiscal 2021 compared to fiscal 2020.
Services Revenue
During fiscal 2021 and fiscal 2020, software maintenance revenue continued to benefit from maintenance contracts sold in previous periods. 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 during fiscal 2021 compared to fiscal 2020. Services we provide through our technical account managers and our continued focus on solution deployments, including our networking, security, cloud management and digital workspace offerings, 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): 
January 29,January 31,
20212020
Unearned license revenue$15 $19 
Unearned subscription and SaaS revenue1,998 1,534 
Unearned software maintenance revenue7,092 6,700 
Unearned professional services revenue1,209 1,015 
Total unearned revenue$10,314 $9,268 
Unearned subscription and SaaS revenue 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 ratably over the contract duration. The weighted-average remaining contractual term as of January 29, 2021 was approximately two years. 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
41

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 January 29, 2021, the aggregate transaction price allocated to remaining performance obligations was $11.3 billion, of which approximately 55% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. As of January 31, 2020, the aggregate transaction price allocated to remaining performance obligations was $10.3 billion, of which approximately 54% was expected to be recognized as revenue during fiscal 2021, 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. Backlog consists of licenses, subscription and SaaS, and services. As of January 29, 2021, our total backlog was $93 million, and our backlog related to licenses was $23 million. For our backlog related to licenses, we generally expect to deliver and recognize as revenue during the following quarter. Backlog totaling $18 million as of January 29, 2021 was excluded from the remaining performance obligations because such contracts are subject to cancellation until fulfillment of the performance obligation occurs.
As of January 31, 2020, our total backlog was $18 million, and our backlog related to licenses was $5 million. The amount excluded from the remaining performance obligations because such contracts are subject to cancellation until fulfillment of the performance obligation occurs was not material as of January 31, 2020.
The amount and composition of backlog will fluctuate period to period, and backlog is managed based upon multiple considerations, including product and geography. We do not believe the amount of backlog is indicative of future sales or revenue or that the mix of backlog at the end of any given period correlates with actual sales performance of a particular geography or particular products and services.
Cost of License Revenue, Cost of Subscription and SaaS Revenue, Cost of Services Revenue and Operating Expenses
Our cost of services revenue and operating expenses primarily reflected increasing cash-based employee-related expenses, driven by incremental growth in salaries and headcount, both organic and through acquisitions, across most of our income statement expense categories, offset in part by decreased travel-related costs resulting from travel restrictions imposed in response to the COVID-19 pandemic for fiscal 2021.
Cost of License Revenue
Cost of license revenue primarily consists of the cost of fulfillment of our SD-WAN offerings, royalty costs in connection with technology licensed from third-party providers and amortization of intangible assets. The cost of fulfillment of our software and hardware SD-WAN offerings includes personnel costs and related overhead associated with delivery of our products.
Cost of license revenue during the periods presented was as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
 202120202019$ Change% Change$ Change% Change
Cost of license revenue$162 $165 $149 $(3)(2)%$16 11 %
Stock-based compensation— — 45 
Total expenses$163 $166 $150 $(3)(2)$16 11 
% of License revenue%%%
Cost of license revenue remained relatively consistent in fiscal 2021 compared to fiscal 2020.
Cost of Subscription and SaaS Revenue
Cost of subscription and SaaS revenue primarily includes personnel costs and related overhead associated with hosted services supporting our SaaS offerings. Additionally, cost of subscription and SaaS revenue also includes depreciation of equipment supporting our subscription and SaaS offerings.
42

Cost of subscription and SaaS revenue during the periods presented was as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
202120202019$ Change% Change$ Change% Change
Cost of subscription and SaaS revenue$569 $387 $273 $182 47 %$114 42 %
Stock-based compensation19 13 45 83 
Total expenses$588 $400 $280 $188 47 $120 43 
% of Subscription and SaaS revenue23 %21 %21 %
Cost of subscription and SaaS revenue increased in fiscal 2021 compared to fiscal 2020. The increase was primarily due to increased amortization of intangible assets of $83 million and growth in costs associated with hosted services to support our SaaS offerings of $64 million. The increase was also driven by increased equipment and depreciation of $31 million, as well as growth in cash-based employee-related cost of $16 million, which was driven by incremental growth in headcount and salaries, both organic and through acquisitions.
Cost of Services Revenue
Cost of services revenue primarily includes the costs of personnel and related overhead to deliver technical support for our products and costs to deliver professional services. Additionally, cost of services revenue includes depreciation of equipment supporting our service offerings.
Cost of services revenue during the periods presented was as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
202120202019$ Change% Change$ Change% Change
Cost of services revenue$1,193 $1,150 $1,064 $42 %$86 %
Stock-based compensation99 83 58 16 20 25 42 
Total expenses$1,292 $1,233 $1,122 $59 $111 10 
% of Services revenue21 %21 %21 %
Cost of services revenue increased in fiscal 2021 compared to fiscal 2020. The increase was primarily due to growth in cash-based employee-related expenses of $112 million, primarily driven by incremental growth in headcount and salaries, both organic and through acquisitions. The increase was also driven by increased stock-based compensation of $16 million, primarily driven by increased restricted stock unit awards granted to our employees. These increases were partially offset by decreased travel-related costs of $49 million, resulting from travel restrictions imposed in response to the COVID-19 pandemic, as well as decreased facilities-related costs of $15 million.
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 and focus on expanding our subscription and SaaS offerings.
43

Research and development expenses during the periods presented were as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
202120202019$ Change% Change$ Change% Change
Research and development$2,292 $2,063 $1,782 $228 11 %$281 16 %
Stock-based compensation524 459 391 65 14 68 17 
Total expenses$2,816 $2,522 $2,173 $294 12 $349 16 
% of Total revenue24 %23 %23 %
Research and development expenses increased in fiscal 2021 compared to fiscal 2020. The increase was primarily due to growth in cash-based employee-related expenses of $237 million, primarily driven by incremental growth in headcount and salaries, both organic and through acquisitions, as well as increased stock-based compensation of $65 million, primarily driven by increased restricted stock unit awards granted to our employees. The increase was also driven by increased equipment and depreciation of $51 million. These increases were partially offset by decreased travel-related costs of $34 million resulting from travel restrictions imposed in response to the COVID-19 pandemic, as well as a decrease in capitalized internal-use software development costs of $21 million and facilities-related costs of $13 million.
Sales and Marketing Expenses
Sales and marketing expenses include personnel costs, sales commissions and related overhead associated with the sale and marketing of our license, subscription and SaaS and services offerings, as well as the cost of product launches and marketing initiatives. A significant portion of our sales commissions are deferred and recognized over the expected period of benefit.
Sales and marketing expenses during the periods presented were as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
202120202019$ Change% Change$ Change% Change
Sales and marketing$3,389 $3,384 $3,004 $— %$377 13 %
Stock-based compensation322 293 226 28 69 30 
Total expenses$3,711 $3,677 $3,230 $34 $446 14 
% of Total revenue32 %34 %34 %
Sales and marketing expenses increased in fiscal 2021 compared to fiscal 2020. The increase was primarily due to growth in cash-based employee-related expenses of $154 million, primarily driven by incremental growth in headcount and salaries, both organic and through acquisitions, as well as increased stock-based compensation of $28 million, primarily driven by increased restricted stock unit awards granted to our employees. The increase was also driven by increased equipment and depreciation of $17 million. These increases were partially offset by decreased travel-related costs of $169 million resulting from travel restrictions imposed in response to the COVID-19 pandemic.
General and Administrative Expenses
General and administrative expenses include personnel and related overhead costs to support the business. These expenses include the costs associated with finance, human resources, IT infrastructure and legal, as well as expenses related to corporate costs and initiatives.
44

General and administrative expenses during the periods presented were as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
202120202019$ Change% Change$ Change% Change
General and administrative$610 $1,125 $729 $(515)(46)%$396 54 %
Stock-based compensation157 168 117 (11)(6)51 43 
Total expenses$767 $1,293 $846 $(526)(41)$447 53 
% of Total revenue%12 %%
General and administrative expenses decreased in fiscal 2021 compared to fiscal 2020. The decrease was primarily driven by a decrease in litigation expenses of $474 million due to the derecognition of accrued litigation loss of $237 million recognized in fiscal 2020 in connection with certain patent litigation, as well as decreased acquisition-related costs of $41 million. The decrease was also driven by decreased travel-related costs of $23 million resulting from travel restrictions imposed in response to the COVID-19 pandemic, as well as decreased equipment and depreciation of $17 million, stock based compensation of $11 million primarily due to departure of certain executives, and third-party professional services costs of $10 million. These decreases were partially offset by growth in cash-based employee-related expenses of $47 million, primarily driven by incremental growth in headcount and salaries, both organic and through acquisitions, as well as an increase in facilities-related cost of $31 million.
Refer to Note E to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for
a description of certain claims and litigation.
Realignment
Realignment expenses during the periods presented were as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
202120202019$ Change% Change$ Change% Change
Realignment$42 $79 $$(36)(46)%$70 777 %
% of Total revenue— %%— %
During the third quarter of fiscal 2021, we approved a plan to streamline our operations and better align resources with our business priorities. As a result of this action, approximately 280 positions were eliminated in fiscal 2021. We recognized $42 million of severance-related realignment expenses in fiscal 2021 on the consolidated statements of income. Actions associated with this plan were substantially complete by the end of fiscal 2021.
Actions associated with a plan initiated in the fourth quarter of fiscal 2020 were completed during fiscal 2021.
Interest Expense
Interest expense during the periods presented was as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
202120202019$ Change% Change$ Change% Change
Interest expense$204 $149 $134 $56 38 %$15 11 %
% of Total revenue%%%
Interest expense increased in fiscal 2021 compared to fiscal 2020. The increase was primarily driven by the three series of unsecured senior notes issued during the first quarter of fiscal 2021 in the aggregate amount of $2.0 billion, and the senior unsecured term loan facility entered into during the third quarter of fiscal 2020 (the “Term Loan”) and repaid during the third quarter of fiscal 2021.
45

Other Income (Expense), net
Other income (expense), net during the periods presented was as follows (dollars in millions):
For the Year EndedFiscal YearFiscal Year
January 29,January 31,February 1,2021 vs. 20202020 vs. 2019
202120202019$ Change% Change$ Change% Change
Other income (expense), net$191 $86 $(1)$107 126 %$87 (8,700)%
% of Total revenue%%— %
The change in other income (expense), net in fiscal 2021 compared to fiscal 2020 was primarily driven by a net unrealized gain of $163 million recognized on one of our investments in equity securities, which completed its initial public offering during the third quarter of fiscal 2021, compared to an unrealized gain of $21 million recognized in fiscal 2020. Additionally, unrealized losses on our investments in privately held companies were $14 million in fiscal 2021, compared to unrealized gains of $16 million in fiscal 2020.
The fair value of the publicly traded investment is determined primarily using the quoted market price of its common stock. As a result, any volatility in its publicly traded common stock introduces a degree of variability to our consolidated statements of income.
Income Tax Provision (Benefit)
The following table summarizes our income tax provision (benefit) during the periods presented (dollars in millions):
For the Year Ended
January 29,January 31,February 1,
202120202019
Income tax provision (benefit)$324 $(4,918)$239 
Effective income tax rate13.6 %N/M13.1 %
N/M - Effective tax rate is not considered meaningful.
The change in our effective income tax rate in fiscal 2021 compared to fiscal 2020 was primarily driven by a decrease in discrete tax benefits related to intra-group transfers of certain of our intellectual property rights. During fiscal 2020, a discrete tax benefit of $4.9 billion was recognized with a deferred tax asset due to an intra-group transfer of certain of our intellectual property rights to our Irish subsidiary. During fiscal 2021, a discrete tax benefit of $59 million was recognized with a deferred tax asset due to an intra-group transfer of Pivotal’s intellectual property rights to our Irish subsidiary. The change was also driven by a decrease in excess tax benefits recognized, which were $41 million in fiscal 2021 compared to $182 million in fiscal 2020.
We are included in Dell’s consolidated tax group for U.S. federal income tax purposes and will continue to be included in Dell’s consolidated tax group for periods in which Dell beneficially owns at least 80% of the total voting power and value of our combined outstanding Class A and Class B common stock as calculated for U.S. federal income tax purposes. The percentage of voting power and value calculated for U.S. federal income tax purposes may differ from the percentage of outstanding shares beneficially owned by Dell due to the greater voting power of our Class B common stock as compared to our Class A common stock and other factors. Each member of a consolidated tax group during any part of a consolidated return year is jointly and severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon. Should Dell’s ownership fall below 80% of the total voting power or value of our outstanding stock in any period, then we would no longer be included in the Dell consolidated tax group for U.S. federal income tax purposes, and our U.S. federal income tax would be reported separately from that of the Dell consolidated tax group.
Although our results are included in the Dell consolidated return for U.S. federal income tax purposes, our income tax provision or benefit is calculated primarily as though we were a separate taxpayer. However, under certain circumstances, transactions between us and Dell are assessed using consolidated tax return rules.
During the fourth quarter of fiscal 2020, we completed the acquisition of Pivotal. Pivotal will continue 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.
Our effective tax rate in the future will depend upon the proportion of our income before provision for income taxes earned in the U.S. and in jurisdictions with a tax rate lower than the U.S. statutory rate. Our non-U.S. earnings are primarily earned by
46

our subsidiary organized in Ireland, where the rate of taxation is lower than our U.S. tax rate, and as such, our annual effective tax rate can be significantly affected by the composition of our earnings in the U.S. and non-U.S. jurisdictions. Our future effective tax rate may be affected by such factors as changes in tax laws, changes in our business or statutory rates, changing interpretation of existing laws or regulations, the impact of accounting for stock-based compensation and the recognition of excess tax benefits or tax deficiencies within the income tax provision or benefit in the period in which they occur, the impact of accounting for business combinations, our acquisition of Pivotal, which was accounted for as a common control transaction, shifts in the amount of earnings in the U.S. compared with other regions in the world and overall levels of income before tax, changes in our international organization, as well as the expiration of statute of limitations and settlements of audits.
Our Relationship with Dell
The information provided below includes a summary of transactions with Dell and Dell’s consolidated subsidiaries (collectively, “Dell”).
Transactions with Dell
We engaged with Dell in the following ongoing related party transactions, which resulted in revenue and receipts, and unearned revenue for us:
Pursuant to OEM and reseller arrangements, Dell integrates or bundles our products and services with Dell’s products and sells them to end users. Dell also acts as a distributor, purchasing our 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, we provide professional services to end users based upon contractual agreements with Dell.
Dell purchases products and services from us for its internal use.
From time to time, we and Dell enter into agreements to collaborate on technology projects, and Dell pays us for services or reimburses us for costs incurred by us, in connection with such projects.
During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, revenue from Dell accounted for 35%, 31% and 25% of our consolidated revenue, respectively. During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, revenue recognized on transactions where Dell acted as an OEM accounted for 12%, 12% and 13% of revenue from Dell, respectively, or 4%, 4% and 3% of our consolidated revenue, respectively.
Dell purchases our products and services directly from us, as well as through our channel partners. Information about our revenue and receipts, and unearned revenue from such arrangements, for the periods presented consisted of the following (table in millions):
Revenue and ReceiptsUnearned Revenue
For the Year EndedAs of
January 29,January 31,February 1,January 29,January 31,
20212020201920212020
Reseller revenue$4,053 $3,288 $2,355 $4,952 $3,787 
Internal-use revenue63 82 41 45 57 
Collaborative technology project receipts13 10  n/a n/a
Sales through Dell as a distributor, which is included in reseller revenue, continues to grow rapidly.
Customer deposits resulting from transactions with Dell were $214 million and $194 million as of January 29, 2021 and January 31, 2020, respectively.
We engaged with Dell in the following ongoing related party transactions, which resulted in costs to us:
We purchase and lease products and purchase services from Dell.
From time to time, we and Dell enter into agreements to collaborate on technology projects, and we pay Dell for services provided to us by Dell related to such projects.
In certain geographic regions where we do not have an established legal entity, we contract with Dell subsidiaries for support services and support from Dell personnel who are managed by us. The costs incurred by Dell on our behalf related to these employees are charged to us with a mark-up intended to approximate costs that would have been incurred had we contracted for such services with an unrelated third party. These costs are included as expenses on our consolidated statements of income and primarily include salaries, benefits, travel and occupancy expenses. Dell also
47

incurs certain administrative costs on our behalf in the U.S. that are recorded as expenses on our 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 us from our customers. We remit the indirect taxes to Dell, and Dell remits the tax payment to the foreign governments on our behalf.
From time to time, we invoice end users on behalf of Dell for certain services rendered by Dell. Cash related to these services is collected from the end user by us and remitted to Dell.
From time to time, we enter into agency arrangements with Dell that enable us to sell our subscriptions and services, leveraging the Dell enterprise relationships and end customer contracts.
Information about our payments for such arrangements during the periods presented consisted of the following (table in millions):
For the Year Ended
January 29,January 31,February 1,
202120202019
Purchases and leases of products and purchases of services(1)
$206 $242 $200 
Dell subsidiary support and administrative costs74 119 145 
(1) Amount includes indirect taxes that were remitted to Dell during the periods presented.
We also purchase 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, we 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, we entered into an arrangement with Dell to transfer approximately 250 professional services employees from Dell to us. These employees are experienced in providing professional services that deliver our technology and this transfer centralizes these resources within our Company in order to serve our customers more efficiently and effectively. The transfer was substantially completed during the fourth quarter of fiscal 2020 and did not have a material impact to the consolidated financial statements. We also expect that Dell will continue to resell our consulting solutions.
During the third quarter of fiscal 2019, we acquired technology and employees related to the Dell EMC Service Assurance Suite, which provides root cause analysis management software for communications service providers, from Dell. The purchase of the Dell EMC Service Assurance Suite was accounted for as a transaction by entities under common control. The amount of the purchase price in excess of the historical cost of the acquired assets was recognized as a reduction to retained earnings on the consolidated balance sheets. Transition services provided by Dell over a period of 18 months, starting from the date of the acquisition, were not significant.
Dell Financial Services
DFS provided financing to certain of our end users at our end users’ discretion. Upon acceptance of the financing arrangement by both our end users and DFS, amounts classified as trade accounts receivable are reclassified to due from related parties, net on the 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 $60 million, $66 million and $40 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
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):
January 29,January 31,
20212020
Due from related parties, current$1,558 $1,618 
Due to related parties, current(1)
120 161 
Due from related parties, net, current$1,438 $1,457 
(1) Includes an immaterial amount related to our current operating lease liabilities due to related parties.
48

We 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 consolidated balance sheets as of January 29, 2021 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.
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. 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. Dell was paid approximately $9.0 billion in cash as a result of its financial interest in VMware’s common stock as of the record date.
The Special Dividend was paid in connection with the closing of a transaction by Dell pursuant to which holders of Dell Class V common stock, which was designed to track the economic performance of VMware, exchanged the Dell Class V common stock for Dell Class C common stock or cash or both, resulting in the elimination of the Dell Class V common stock. Refer to Note Q to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information.
Notes Payable to Dell
As of January 29, 2021 and January 31, 2020, we 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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019, interest expense on the notes payable to Dell was not significant.
Other Related Party Transactions
Prior to the acquisition of Pivotal, certain members of Pivotal’s board of directors were executives of Ford Motor Company (“Ford”) and General Electric Company (“GE”), and these companies were customers of Pivotal. Revenue recognized from sales to Ford while it was a related party was not significant during the year ended January 31, 2020 and was $12 million during the year ended February 1, 2019. During the year ended February 1, 2019, revenue recognized from sales to GE while it was a related party was not significant. Subsequent to fiscal 2019, GE was no longer a related party. Subsequent to our acquisition of Pivotal, Ford was no longer a related party.
Liquidity and Capital Resources
As of the periods presented, we held cash and cash equivalents as follows (table in millions):
 January 29,January 31,
20212020
Cash and cash equivalents$4,692 $2,915 
Short-term investments23 — 
Total cash, cash equivalents and short-term investments$4,715 $2,915 
Cash equivalents primarily consisted of amounts invested in money market funds. We limit the amount of our investments with any single issuer and monitor the diversity of the portfolio and the amount of investments held at any single financial institution, thereby diversifying our credit risk.
We continue to expect that cash generated by operations will be our primary source of liquidity. We also continue to believe that existing cash, cash equivalents and our borrowing capacity, together with any cash generated from operations, will be sufficient to fund our operations for at least the next twelve months. While we believe these cash sources will be sufficient to fund our operations, our overall level of cash needs may be affected by capital allocation decisions that may include the number and size of acquisitions and stock repurchases, among other things. We remain committed to a balanced capital allocation policy through investing in our product and solution offerings, acquisitions and returning capital to stockholders through share repurchases. Additionally, given the unpredictable nature of our outstanding legal proceedings, an unfavorable resolution of one or more legal proceedings, claims, or investigations could have a negative impact on our overall liquidity. 
On July 15, 2020, Dell announced that it is exploring potential alternatives with respect to its ownership interest in VMware, including a potential Spin-Off. VMware has formed a Special Committee to evaluate and engage in discussions and negotiations with Dell with respect to any proposal that may be made by Dell with respect to a Spin-off. As part of the discussions, VMware expects that it may negotiate with Dell the payment of a special cash dividend by VMware, which would
49

be paid on a pro rata basis to all VMware stockholders that VMware might fund, in part, through the incurrence of additional indebtedness.
The 2017 Tax Act imposed a Transition Tax and eliminated U.S. Federal taxes on foreign subsidiary distributions. The Transition Tax was calculated on a separate tax return basis. Our unpaid liabilities related to the Transition Tax as of January 29, 2021 was $564 million, which we expect to pay over the next five years pursuant to a letter agreement between Dell, EMC and VMware executed during the first quarter of fiscal 2020. Actual tax payments made to Dell pursuant to the tax sharing agreement may differ materially from our total estimated tax liability calculated on a separate tax return basis. The difference between our estimated liability and the amount paid to Dell is recognized as a component of additional paid-in capital, generally in the period in which the consolidated tax return is filed.
Our cash flows summarized for the periods presented were as follows (table in millions):
For the Year Ended
 January 29,January 31,February 1,
 202120202019
Net cash provided by (used in):
Operating activities$4,409 $3,872 $3,657 
Investing activities(713)(2,728)4,442 
Financing activities(1,957)(1,707)(10,580)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash— (2)
Net increase (decrease) in cash, cash equivalents and restricted cash$1,739 $(565)$(2,480)
Operating Activities
Cash provided by operating activities increased by $537 million during fiscal 2021 compared to fiscal 2020, primarily driven by an increase in cash collections due to increased sales, as well as lower payments associated with lower travel spending due to the COVID-19 pandemic. These activities were partially offset by an increase in cash payments for employee-related expenses, including salaries and commissions, resulting primarily from growth in headcount, as well as increased tax payments during fiscal 2021.
Investing Activities
Cash used in investing activities decreased by $2.0 billion during fiscal 2021 compared to fiscal 2020, primarily driven by a decrease in cash used in business combinations.
Financing Activities
Cash used in financing activities increased by $250 million during fiscal 2021 compared to fiscal 2020. The increase was driven primarily by the repayment of the $1.5 billion Term Loan during fiscal 2021, as well as the redemption of the $1.3 billion unsecured senior note due August 21, 2020. These activities were partially offset by the net cash proceeds received from the issuance of long-term debt of $2.0 billion during fiscal 2021, as well as the cash payment for the acquisition of Pivotal during fiscal 2020 and a decrease of $389 million in repurchases of shares of our Class A common stock during fiscal 2021.
Unsecured Senior Notes
The following table summarizes the principal on our two series of unsecured senior notes issued August 21, 2017 and our three series of unsecured senior notes issued April 7, 2020 (collectively, the “Senior Notes”) as of January 29, 2021 (amounts in millions):
Senior Notes issued August 21, 2017:
2.95% Senior Note Due August 21, 2022$1,500 
3.90% Senior Note Due August 21, 20271,250 
Senior Notes issued April 7, 2020:
4.50% Senior Note Due May 15, 2025750 
4.65% Senior Note Due May 15, 2027500 
4.70% Senior Note Due May 15, 2030750 
Total principal amount$4,750 
50

Interest on the Senior Notes issued on April 7, 2020 is payable semiannually in arrears, on May 15 and November 15 of each year, beginning November 15, 2020. The interest rate on each note issued on April 7, 2020 is subject to adjustment based on certain rating events. Interest on the Senior Notes issued on August 21, 2017 is payable semiannually in arrears, on February 21 and August 21 of each year. During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, $114 million, $122 million and $122 million, respectively, was paid for interest related to the Senior Notes.
The Senior Notes also contain restrictive covenants that, in certain circumstances, limit our 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 our assets.
On May 11, 2020, we exercised a make-whole call and redeemed the $1.3 billion unsecured senior note due August 21, 2020 at a premium. We intend to use the remaining net proceeds of the Senior Notes for general corporate purposes, including mergers and acquisitions, repayment of other indebtedness or stock repurchases.
Revolving Credit Facility
On September 12, 2017, we entered into an unsecured credit agreement establishing a revolving credit facility with a syndicate of lenders that provides us with a borrowing capacity of up to $1.0 billion, for general corporate purposes. The credit agreement contains certain representations, warranties and covenants. Commitments under the revolving 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 January 29, 2021 and January 31, 2020, there was no outstanding borrowing under the revolving credit facility.
Senior Unsecured Term Loan Facility
On September 26, 2019, we entered into the Term Loan with a syndicate of lenders that provided us with a borrowing capacity of up to $2.0 billion through February 7, 2020, for general corporate purposes. During the third quarter of fiscal 2021, we repaid the outstanding balance of $1.5 billion on the Term Loan.
Note Payable to Dell
Refer to “Our Relationship with Dell” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 for disclosure regarding our note payable to Dell.
Stock Repurchase Program
From time to time, we repurchase stock pursuant to authorized stock repurchase programs in open market transactions as permitted by securities laws and other legal requirements. We are not obligated to purchase any shares under our stock repurchase programs. The timing of any repurchases and the actual number of shares repurchased depends on a variety of factors, including our stock price, cash requirements for operations and business combinations, corporate and regulatory requirements and other market and economic conditions. Purchases may be discontinued at any time we believe additional purchases are not warranted. From time to time, we also purchase stock in private transactions, such as with Dell. All shares repurchased under our stock repurchase programs are retired.
Refer to Note Q to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for stock repurchase authorizations approved by our board of directors for the periods presented.
Off-Balance Sheet Arrangements and Contractual Obligations
Guarantees and Indemnification Obligations
We enter into agreements in the ordinary course of business with, among others, customers, distributors, resellers, system vendors and systems integrators. Most of these agreements require us to indemnify the other party against third-party claims alleging that one of our products infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property right. Certain of these agreements require us to indemnify the other party against certain claims relating to property damage, personal injury, or the acts or omissions by us and our employees, agents or representatives.
We have agreements with certain vendors, financial institutions, lessors and service providers pursuant to which we have agreed to indemnify the other party for specified matters, such as acts and omissions by us and our employees, agents, or representatives.
We have procurement or license agreements with respect to technology that we have obtained the right to use in our products and agreements. Under some of these agreements, we have agreed to indemnify the supplier for certain claims that may be brought against such party with respect to our acts or omissions relating to the supplied products or technologies.
We have agreed to indemnify our directors and executive officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being
51

or having been a director or officer. Our by-laws and charter also provide for indemnification of our directors and officers to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer. We also indemnify certain employees who provide service with respect to employee benefits plans, including, for example, the members of the Administrative Committee of the VMware 401(k) Plan, and employees who serve as directors or officers of our subsidiaries.
In connection with certain acquisitions, we have agreed to indemnify the former directors and officers of the acquired company in accordance with the acquired company’s by-laws and charter in effect immediately prior to the acquisition or in accordance with indemnification or similar agreements entered into by the acquired company and such persons. We typically purchase a “tail” directors and officers insurance policy, which should enable us to recover a portion of any future indemnification obligations related to the former directors and officers of an acquired company.
We are unable to determine the maximum potential amount under these indemnification agreements due to our limited history with prior indemnification claims and the unique facts and circumstances involved in each situation. Historically, costs related to these indemnification provisions have not been significant.
Contractual Obligations
We have various contractual obligations impacting our liquidity. The following represents our contractual obligations as of January 29, 2021 (table in millions): 
 Payments Due by Period
 TotalLess than 1 year1-3 years3-5 yearsMore than 5 years
Senior Notes(1)
$5,818 $186 $1,826 $1,015 $2,791 
Note payable to Dell(2)
279 274 — — 
Future Lease Commitments(3)
1,347 147 315 207 678 
Purchase obligations1,017 391 625 — 
Tax obligations(4)
564 59 171 334 — 
Asset Retirement Obligations23 12 
Sub-Total9,048 791 3,214 1,569 3,474 
Uncertain tax positions(5)
508 
Total$9,556 
(1)Consists of principal and interest payments on the Senior Notes. Refer to “Liquidity and Capital Resources” for a discussion of the public debt offering we issued on August 21, 2017 and April 7, 2020 in the aggregate principal amount of $4.8 billion as of January 29, 2021.
(2)Consists of principal and interest payments on the outstanding note payable to Dell. Refer to “Liquidity and Capital Resources” for a discussion of the $270 million note payable we entered into with Dell per the note exchange agreement from January 21, 2014.
(3)Consists of both operating and finance leases. Our operating leases are primarily for facility space and land. Amounts in the table above exclude legally binding minimum lease payments for leases signed but not yet commenced of $72 million, as well as expected sublease income.
(4)Consists of future cash payments related to the Transition Tax.
(5)As of January 29, 2021, we had $508 million of gross uncertain tax benefits, excluding interest and penalties. The timing of future payments relating to these obligations is highly uncertain. Based on the timing and outcome of examinations of our subsidiaries, the result of the expiration of statutes of limitations for specific jurisdictions or the timing and result of ruling requests from taxing authorities, it is reasonably possible that within the next 12 months total unrecognized tax benefits could be potentially reduced by approximately $14 million.
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we are required to make estimates, assumptions and judgments that affect the amounts reported on our financial statements and the accompanying disclosures. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. We base our estimates, assumptions and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. These estimates may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. Actual results could differ from those estimates and any such differences
52

may be material to our financial statements. We believe that the critical accounting policies and estimates set forth below involve a higher degree of judgment and complexity in their application than our other significant accounting policies. Our senior management has reviewed our critical accounting policies and related disclosures with the Audit Committee of the Board of Directors. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. Refer to Note A to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information on significant accounting policies and estimates used in the preparation of the consolidated financial statements.
As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent our actual results differ materially from those estimates and assumptions, our future financial statements could be affected.
Revenue Recognition
We derive revenue primarily from licensing software under perpetual licenses or consumption-based contracts and related software maintenance and support, software subscriptions (“subscriptions”), hosted services, training and consulting services. We account for a contract with a customer if all criteria defined by the guidance are met, including collectibility of consideration is probable. At inception of a contract with a customer, we evaluate whether the promised products and services represent distinct performance obligations within the context of the contract. Performance obligations that are both capable of being distinct on their own and distinct within the context of the contract are recognized on their own as distinct performance obligations. Performance obligations under which both of these two criteria are not met are recognized as a combined, single performance obligation. Determining whether our licenses, subscriptions and services are considered distinct performance obligations that should be accounted for separately or together often involves assumptions and significant judgments that can have a significant impact on the timing and amount of revenue recognized.
Revenue is recognized upon transfer of control of licenses, subscription or services to our customer in an amount that reflects the consideration we expect to receive in exchange for those licenses, subscriptions or services. Control of a promised license, subscription or service may be transferred to a customer either at a point in time or over time, which affects the timing of revenue recognition. Licenses that represent distinct performance obligations are recognized at a point in time when the software license keys have been made available to the customer. Licenses sold as part of our subscriptions that do not represent distinct performance obligations are recognized over time along with the associated services that form a combined performance obligation with the software. Management assesses relevant contractual terms in contracts with customers and applies significant judgment in identifying and accounting for all terms and conditions in certain contracts.
In addition, revenue from on-premises license software sold to OEMs is recognized when the sale to the end user occurs. Revenue is recognized upon reporting by the OEMs of their sales, and for the period where information of the underlying sales has not been made available, revenue is recognized based upon estimated sales. Our VCPP partners license on-premises software from us on a monthly basis under a usage-based model. Revenue recognition is based on fees associated with reported license consumption by the VCPP partners and includes estimates for the period when consumption information has not been made available. Certain contracts include third-party offerings and revenue may be recognized net of the third-party costs, based upon an assessment as to whether we had control of the underlying third-party offering.
We enter into revenue contracts with multiple performance obligations in which a customer may purchase combinations of licenses, maintenance and support, subscriptions, hosted services, training, consulting services, and rights to future products and services. For contracts with multiple performance obligations, we allocate total transaction value to the identified underlying performance obligations based on relative standalone selling price (“SSP”). We typically estimate SSP of services based on observable transactions when the services are sold on a standalone basis and those prices fall within a reasonable range. We utilize the residual approach to estimate SSP for products or services sold to customers due to highly variable pricing. Changes in assumptions or judgments used in determining standalone selling price could have a significant impact on the timing and amount of revenue we report in a particular period.
Professional services include design, implementation, training and consulting services. Professional services performed by us represent distinct performance obligations as they do not modify or customize licenses sold. These services are not highly interdependent or highly interrelated to licenses sold such that a customer would not be able to use the licenses without the professional services. Revenue from professional services engagements performed for a fixed fee, for which we are able to make reasonably dependable estimates of progress toward completion, is recognized based on progress. We believe this method of measurement provides the closest depiction of our performance in transferring control of the professional services.
53

Rebate Reserves
We offer rebates to certain channel partners, which are recognized as a reduction to revenue or unearned revenue. Rebates based on actual partner sales are recognized as a reduction to revenue as the underlying revenue is recognized. Rebates earned based upon partner achievement of cumulative level of sales are recognized as a reduction of revenue proportionally for each sale that is required to achieve the target.
The estimated reserves for channel rebates and sales incentives are based on channel partners’ actual performance against the terms and conditions of the programs, historical trends and the value of the rebates. The accuracy of these reserves for these rebates and sales incentives depends on our ability to estimate these items and could have a significant impact on the timing and amount of revenue we report.
Deferred Commissions
Sales commissions, including the employer portion of payroll taxes, earned by our sales force are considered incremental and recoverable costs of obtaining a contract, and are deferred and generally amortized on a straight-line basis over the expected period of benefit. The expected period of benefit is generally determined using the contract term or underlying technology life, if renewals are expected and the renewal commissions are not commensurate with the initial commissions. The determination of the expected period of benefit requires us to make significant estimates and assumptions, including the life of the underlying technology and the estimated period of contract renewal. We believe the assumptions and estimates we have made are reasonable. Differences in the estimated period of benefit could have a significant impact on the timing and amount of amortization expense recognized.
Accounting for Income Taxes
We are included in Dell’s consolidated tax group for U.S. federal income tax purposes and will continue to be included in Dell’s consolidated group for periods in which Dell beneficially owns at least 80% of the total voting power and value of our combined outstanding Class A and Class B common stock as calculated for U.S. federal income tax purposes. The percentage of voting power and value calculated for U.S. federal income tax purposes may differ from the percentage of outstanding shares beneficially owned by Dell due to the greater voting power of our Class B common stock as compared to our Class A common stock and other factors. Each member of a consolidated group during any part of a consolidated return year is jointly and severally liable for tax on the consolidated return of such year and for any subsequently determined deficiency thereon.
During the fourth quarter of fiscal 2020, we completed the acquisition of Pivotal. Pivotal will continue to file its separate tax return for U.S. federal income tax purposes as it has since left the Dell consolidated tax group at the time of Pivotal’s IPO in April 2018.
Our income tax expense and the related income tax balance sheet accounts is calculated primarily as though we were a separate taxpayer. However, under certain circumstances, transactions between us and Dell are assessed using consolidated tax return rules. The difference between the income taxes payable that is calculated on a separate tax return basis and the amount paid to Dell pursuant to our tax sharing agreement with Dell is presented as a component of additional paid-in capital, generally in the period in which the consolidated return is filed. Our assumptions, judgments and estimates used to calculate our income tax expense considers current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities.
We establish reserves for income taxes to address potential exposures involving tax positions that could be challenged by federal, state and foreign tax authorities, which may result in proposed assessments. In the ordinary course of our global business there are many intercompany transactions, including the transfer of intellectual property, where the ultimate tax determination could be challenged by the tax authorities. In the instance of transfers of intellectual property, the related deferred tax asset recognized is based on the intellectual property’s current fair value. Management applies significant judgment when determining the fair value of the intellectual property, which serves as the tax basis of the deferred tax asset, and in evaluating the associated tax laws in the applicable jurisdictions. Our assumptions, estimates, and judgments used to determine the reserve relating to these positions considers current tax laws, interpretation of current tax laws and possible outcomes of current and future examinations conducted by tax authorities. As part of the Dell consolidated group, and separately, we are subject to the periodic examination of our income tax returns by the IRS and other domestic and foreign tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our reserves and any potential adjustments that may result from the current and future examinations. We believe such estimates to be reasonable; however, the final determination from examinations and changes in tax laws could significantly impact the amounts provided for income taxes in the consolidated financial statements.
Our deferred tax assets reflect our estimates of the amount and category of future taxable income, such as income from operations and capital gains, and also take into account valuation allowances that consider other key factors that might restrict
54

our ability to realize the deferred tax assets. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate.
Business Combinations
We allocate the purchase price of acquirees to the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, which are measured based on the acquisition date fair value. Goodwill is measured as the excess of consideration transferred over the net amounts of the identifiable tangible and intangible assets acquired and the liabilities assumed at the acquisition date.
The allocation of the purchase price requires us to make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed and the related useful lives of the acquired assets, when applicable, as of the acquisition date. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Examples of critical estimates used in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:
future expected cash flows from sales, maintenance agreements and acquired developed technologies;
the acquired company’s trade name and customer relationships as well as assumptions about the period of time the acquired trade name and customer relationships will continue to be used in the combined company’s product portfolio; and
discount rates used to determine the present value of estimated future cash flows.
These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that we have made. Additionally, unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results.
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Exchange Risk
We operate in foreign countries, which expose us to market risk associated with foreign currency exchange rate fluctuations between the U.S. dollar and various foreign currencies, the most significant of which is the euro.
Although approximately 70% of our sales are denominated in the U.S. dollar, we also invoice and collect in various foreign currencies, principally euro, the British pound, the Japanese yen, the Australian dollar and the Chinese renminbi.
The U.S. dollar is the functional currency for the majority of VMware’s foreign subsidiaries. At the time a non-U.S. dollar transaction is recorded, the value of the transaction is converted into U.S. dollars at the exchange rate in effect for the month in which each order is booked. As a result, the amount of revenue derived from these transactions will be impacted by foreign currency exchange fluctuations.
Additionally, a portion of our operating expenses, primarily the cost of personnel to deliver technical support on our products, SaaS offerings and professional services, sales and sales support and research and development, are denominated in foreign currencies, primarily those currencies in which we also invoice and collect. As exchange rates vary, operating results may differ materially from expectations.
To manage the risk associated with fluctuations in foreign currency exchange rates, we utilize derivative financial instruments, principally foreign currency forward contracts (“forward contracts”), as described below.
Cash Flow Hedging Activities. To mitigate our exposure to foreign currency fluctuations resulting from certain operating expenses denominated in certain foreign currencies, we enter into forward contracts annually, which have maturities of twelve months or less. As of January 29, 2021 and January 31, 2020, we had outstanding forward contracts with a total notional value of $486 million and $480 million, respectively. The fair value of these forward contracts was not significant as of January 29, 2021 and January 31, 2020.
Forward Contracts Not Designated as Hedges. We enter into forward contracts to offset the foreign currency risk associated with net outstanding monetary asset and liability positions that are traded on a monthly basis and generally have a contractual term of one month. As of January 29, 2021 and January 31, 2020, we had outstanding forward contracts with a total notional value of $1.2 billion and $1.1 billion, respectively. The fair value of these forward contracts was not significant as of January 29, 2021 and January 31, 2020.
Sensitivity Analysis. There can be no assurance that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations. A hypothetical adverse foreign currency exchange rate movement of 10% would
55

have resulted in a potential loss of $173 million in the fair value of our forward contracts as of January 29, 2021. This sensitivity analysis is based on the notional value of our outstanding forward contracts as of January 29, 2021 and disregards any offsetting gain that may be associated with the underlying foreign-currency denominated assets and liabilities that we hedge.
This analysis also assumes a parallel adverse shift of all foreign currency exchange rates against the U.S. dollar; however, foreign currency exchange rates do not always move in such a manner and actual results may differ materially. We do not, and do not intend to use derivative financial instruments for trading or speculative purposes. Refer to Note L to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information.
Equity Price Risk
Strategic Investments
Our strategic investments include privately held companies that are considered to be in the start-up or development stages and are inherently risky. The technologies or products these companies have under development are typically in the early stages and may never materialize, which could result in a loss of a substantial part of our initial investment in these companies. We account for these investments at cost less impairment, if any, adjusted for observable price changes in orderly transactions for the identical or a similar security of the same issuer. The evaluation is based on information provided by these companies, which is not subject to the same disclosure regulations as U.S. publicly traded companies, and as such, the basis for these evaluations is subject to the timing and accuracy of the data provided. The carrying value of VMware’s strategic investments was $129 million and $134 million as of January 29, 2021 and January 31, 2020, respectively.
Marketable Equity Securities
Our equity investment in a publicly traded company is subject to market price risk. As of January 29, 2021, the fair value of our investment in equity securities, which begun publicly trading on September 16, 2020, was $162 million. Accordingly, a fluctuation in the price of the equity security could have an adverse impact on the fair value of our investment. A hypothetical adverse price change of 10% would have resulted in a potential decrease of $16 million in the fair value of our marketable equity security as of January 29, 2021. Refer to Notes I and K to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information.
56

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
VMware, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Note: All other financial statement schedules are omitted because they are not applicable or the required information is included on the consolidated financial statements or notes thereto.
57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of VMware, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of VMware, Inc. and its subsidiaries (the “Company”) as of January 29, 2021 and January 31, 2020, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended January 29, 2021, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 29, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 29, 2021 and January 31, 2020, and the results of its operations and its cash flows for each of the three years in the period ended January 29, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note A to the consolidated financial statements, the Company changed the manner in which it accounts for leases effective February 2, 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
58

that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition — Identifying and Evaluating Terms and Conditions in Contracts

As described in Note A to the consolidated financial statements, the Company derives revenue primarily from licensing software under perpetual licenses or consumption-based contracts and related software maintenance and support, software subscription (“subscription”), hosted services, training, and consulting services. Revenue is recognized upon transfer of control of licenses, subscriptions or services to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those licenses, services or subscriptions. Control of a promised license, subscription or service may be transferred to a customer either at a point in time or over time, which affects the timing of revenue recognition. The Company’s contracts with customers may include a combination of licenses, subscriptions and services that are accounted for as distinct performance obligations. Management assesses relevant contractual terms in contracts with customers and applies significant judgment in identifying and accounting for all terms and conditions in certain contracts. For the year ended January 29, 2021, the Company’s revenue was $11.8 billion.

The principal considerations for our determination that performing procedures relating to revenue recognition, specifically the identification and evaluation of terms and conditions in contracts is a critical audit matter are the significant judgment by management in identifying terms and conditions in certain contracts that impact revenue recognition. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence to determine whether contract terms and conditions, which may impact revenue recognition, were appropriately identified and evaluated by management.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls relating to the identification and evaluation of terms and conditions in revenue contracts that impact revenue recognition. These procedures also included, among others, evaluating the completeness and accuracy of management’s identification and evaluation of the terms and conditions in contracts by examining revenue contracts on a test basis and evaluating management’s determination of the impact of those terms and conditions on revenue recognition.



/s/ PricewaterhouseCoopers LLP

San Jose, California
March 26, 2021

We have served as the Company’s auditor since 2007.
59

VMware, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(amounts in millions, except per share amounts, and shares in thousands)

For the Year Ended
 January 29,January 31,February 1,
 202120202019
Revenue(1):
License$3,033 $3,181 $3,042 
Subscription and SaaS2,587 1,877 1,303 
Services6,147 5,753 5,268 
Total revenue11,767 10,811 9,613 
Operating expenses(2):
Cost of license revenue163 166 150 
Cost of subscription and SaaS revenue588 400 280 
Cost of services revenue1,292 1,233 1,122 
Research and development2,816 2,522 2,173 
Sales and marketing3,711 3,677 3,230 
General and administrative767 1,293 846 
Realignment42 79 9 
Operating income2,388 1,441 1,803 
Investment income7 60 161 
Interest expense(204)(149)(134)
Other income (expense), net191 86 (1)
Income before income tax2,382 1,438 1,829 
Income tax provision (benefit)324 (4,918)239 
Net income2,058 6,356 1,590 
Less: Net loss attributable to non-controlling interests (56)(60)
Net income attributable to VMware, Inc.$2,058 $6,412 $1,650 
Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B$4.90 $15.37 $3.99 
Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B$4.86 $15.08 $3.92 
Weighted-average shares, basic for Classes A and B419,841 417,058 413,769 
Weighted-average shares, diluted for Classes A and B423,240 425,235 421,131 
__________
(1)   Includes related party revenue as follows (refer to Note D):
License$1,598 $1,569 $1,176 
Subscription and SaaS524 342 217 
Services1,994 1,459 1,003 
(2)   Includes stock-based compensation as follows:
Cost of license revenue$1 $1 $1 
Cost of subscription and SaaS revenue19 13 7 
Cost of services revenue99 83 58 
Research and development524 459 391 
Sales and marketing322 293 226 
General and administrative157 168 117 
The accompanying notes are an integral part of the consolidated financial statements.
60

VMware, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
For the Year Ended
January 29,January 31,February 1,
 202120202019
Net income$2,058 $6,356 $1,590 
Other comprehensive income (loss):
Changes in fair value of available-for-sale securities:
Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $, $ and $10
  30 
Net change in fair value of available-for-sale securities  30 
Changes in fair value of effective foreign currency forward contracts:
Unrealized gains (losses), net of tax provision (benefit) of $ for all periods
(1) 2 
Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $ for all periods
 (2) 
Net change in fair value of effective foreign currency forward contracts(1)(2)2 
Foreign currency translation adjustments  (26)
Total other comprehensive income (loss)(1)(2)6 
Comprehensive income, net of taxes2,057 6,354 1,596 
Less: Net loss attributable to the non-controlling interests (56)(60)
Less: Other comprehensive income (loss) attributable to non-controlling interests  4 
Comprehensive income attributable to VMware, Inc.$2,057 $6,410 $1,652 
The accompanying notes are an integral part of the consolidated financial statements.
61

VMware, Inc.
CONSOLIDATED BALANCE SHEETS
(amounts in millions, except per share amounts, and shares in thousands)
January 29,January 31,
20212020
ASSETS
Current assets:
Cash and cash equivalents$4,692 $2,915 
Short-term investments23  
Accounts receivable, net of allowance of $5 and $7
1,929 1,883 
Due from related parties, net1,438 1,457 
Other current assets530 436 
Total current assets8,612 6,691 
Property and equipment, net1,334 1,280 
Other assets2,697 2,266 
Deferred tax assets5,781 5,556 
Intangible assets, net993 1,172 
Goodwill9,599 9,329 
Total assets$29,016 $26,294 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$131 $208 
Accrued expenses and other2,382 2,151 
Current portion of long-term debt and other borrowings 2,747 
Unearned revenue5,873 5,218 
Total current liabilities8,386 10,324 
Note payable to Dell270 270 
Long-term debt4,717 2,731 
Unearned revenue4,441 4,050 
Income tax payable805 817 
Operating lease liabilities891 746 
Other liabilities455 347 
Total liabilities19,965 19,285 
Contingencies (refer to Note E)
Stockholders’ equity:
Class A common stock, par value $0.01; authorized 2,500,000 shares; issued and outstanding 112,082 and 110,484 shares
1 1 
Class B convertible common stock, par value $0.01; authorized 1,000,000 shares; issued and outstanding 307,222 shares
3 3 
Additional paid-in capital1,985 2,000 
Accumulated other comprehensive loss(5)(4)
Retained earnings7,067 5,009 
Total stockholders’ equity9,051 7,009 
Total liabilities and stockholders’ equity$29,016 $26,294 
The accompanying notes are an integral part of the consolidated financial statements.
62

VMware, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Twelve Months Ended
 January 29,January 31,February 1,
 202120202019
Operating activities:
Net income$2,058 $6,356 $1,590 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization1,025 873 727 
Stock-based compensation1,122 1,017 800 
Deferred income taxes, net(152)(5,284)(110)
Unrealized (gain) loss on equity securities, net(172)(31)14 
Loss on disposition  7 
(Gain) loss on disposition of assets, revaluation and impairment, net24 (4)2 
Loss on extinguishment of debt8   
Other(1)9 11 
Changes in assets and liabilities, net of acquisitions:
Accounts receivable(37)(119)(214)
Other current assets and other assets(879)(668)(347)
Due to/from related parties, net19 (374)(480)
Accounts payable(69)35 105 
Accrued expenses and other liabilities518 417 290 
Income taxes payable(68)(23)(40)
Unearned revenue1,013 1,668 1,302 
Net cash provided by operating activities4,409 3,872 3,657 
Investing activities:
Additions to property and equipment(329)(279)(254)
Purchases of available-for-sale securities  (780)
Sales of available-for-sale securities26  3,999 
Maturities of available-for-sale securities  2,393 
Purchases of strategic investments(29)(30)(8)
Proceeds from disposition of assets28 22 41 
Business combinations, net of cash acquired, and purchases of intangible assets(409)(2,437)(938)
Net cash paid on disposition of a business (4)(11)
Net cash provided by (used in) investing activities(713)(2,728)4,442 
Financing activities:
Proceeds from the initial public offering of Pivotal, net of issuance costs paid  544 
Proceeds from issuance of common stock273 308 259 
Net proceeds from issuance of long-term debt1,979   
Borrowings under term loan, net of issuance costs 3,393  
Borrowings on credit facility, net of debt issuance costs  15 
Repayment of term loan(1,500)(1,900) 
Repayment of current portion of long-term debt(1,257)  
Repayments on credit facility   (35)
Repurchase of common stock(945)(1,334)(42)
Shares repurchased for tax withholdings on vesting of restricted stock(412)(534)(357)
Payment for Special Dividend  (11,000)
Payment to acquire non-controlling interests(91)(1,666) 
Contribution from Dell 27 44 
Payment for common control transaction with Dell  (8)
Principal payments on finance lease obligations(4)(1) 
Net cash used in financing activities(1,957)(1,707)(10,580)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (2)1 
Net increase (decrease) in cash, cash equivalents and restricted cash1,739 (565)(2,480)
Cash, cash equivalents and restricted cash at beginning of the period3,031 3,596 6,076 
Cash, cash equivalents and restricted cash at end of the period$4,770 $3,031 $3,596 
Supplemental disclosures of cash flow information:
Issuance of VMware Class B common stock for Pivotal Class B common stock held by Dell$ $1,101 $ 
Cash paid for interest200 134 129 
Cash paid for taxes, net543 369 399 
Non-cash items:
Changes in capital additions, accrued but not paid$(10)$18 $9 
Changes in tax withholdings on vesting of restricted stock, accrued but not paid1 (13)17
The accompanying notes are an integral part of the consolidated financial statements.
63

VMware, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
Class A
Common Stock
Class B
Convertible
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling InterestsStockholders’
Equity
SharesPar ValueSharesPar Value
Balance, February 2, 2018104 $1 300 $3 $3,171 $7,453 $11 $551 $11,190 
Cumulative effect of adoption of new accounting pronouncements— — — — — (15)(15)— (30)
Proceeds from issuance of common stock3 — — — 188 — — — 188 
Issuance of stock-based awards in acquisition— — — — 3 — — — 3 
Repurchase and retirement of common stock— — — — (42)— — — (42)
Issuance of restricted stock7 — — — — — — — — 
Shares withheld for tax withholdings on vesting of restricted stock(3)— — — (373)— — — (373)
Stock-based compensation— — — — 731 — — 69 800 
Credit from tax sharing arrangement— — — — 2 — — — 2 
Investment from Dell, net— — — — (53)— — 1 (52)
Total other comprehensive income (loss)— — — — — — 2 4 6 
Transactions with Pivotal’s non-controlling stockholders— — — — 154 — — 461 615 
Common control transaction with Dell— — — — — (6)— — (6)
Special Dividend— — — — (822)(10,178)— — (11,000)
Net income (loss)— — — — — 1,650 — (60)1,590 
Balance, February 1, 2019111 1 300 3 2,959 (1,096)(2)1,026 2,891 
Cumulative effect of adoption of new accounting pronouncements— — — — — 3 — — 3 
Proceeds from issuance of common stock2 — — — 203 — — — 203 
Issuance of stock-based awards in acquisition— — — — 13 — — — 13 
Repurchase and retirement of common stock(8)— — — (1,024)(310)— — (1,334)
Issuance of restricted stock8 — — — — — — — — 
Shares withheld for tax withholdings on vesting of restricted stock(3)— — — (521)— — — (521)
Stock-based compensation— — — — 921 — — 96 1,017 
Credit from tax sharing arrangement— — — — 85 — — — 85 
Investment from Dell, net— — — — 13 — — 9 22 
Total other comprehensive income (loss)— — — — — — (2)— (2)
Transactions with Pivotal’s non-controlling stockholders— — — — (649)— — (1,075)(1,724)
Issuance of VMware’s Class B common stock issued to Dell— — 7 — — — — — — 
Net income (loss)— — — — — 6,412 — (56)6,356 
Balance, January 31, 2020110 1 307 3 2,000 5,009 (4) 7,009 
Proceeds from issuance of common stock3 — — — 273 — — — 273 
Repurchase and retirement of common stock(7)— — — (945)— — — (945)
Issuance of restricted stock9 — — — — — — — — 
Shares withheld for tax withholdings on vesting of restricted stock(3)— — — (413)— — — (413)
Stock-based compensation— — — — 1,116 — — — 1,116 
Amount due from tax sharing arrangement— — — — (46)— — — (46)
Total other comprehensive income (loss)— — — — — — (1)— (1)
Net income— — — — — 2,058 — — 2,058 
Balance, January 29, 2021112 $1 307 $3 $1,985 $7,067 $(5)$ $9,051 
The accompanying notes are an integral part of the consolidated financial statements.
64

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 businesses through a digital transformation. To take on these challenges, VMware is working with customers in the areas of hybrid and multi-cloud, modern applications, networking, security and digital workspaces. VMware’s software provides a flexible digital foundation to enable customers in their digital transformations.
Retrospective Combination of Historical Financial Statements
In December 2019, VMware completed the acquisition of Pivotal, which was, at the time, a subsidiary of VMware’s parent company, Dell Technologies Inc. (“Dell”). The purchase of the controlling interest in Pivotal from Dell was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification 805-50, Business Combination - Related Issues, which requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. The consolidated financial statements of VMware and notes thereto are presented on a combined basis, as both VMware and Pivotal were under common control for all periods presented. Refer to Note B for more information on VMware’s acquisition of Pivotal.
Basis of Presentation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for annual financial reporting.
Effective September 7, 2016, Dell (formerly Denali Holding Inc.) acquired EMC Corporation (“EMC”), VMware’s parent company, including EMC’s majority control of VMware. As of January 29, 2021, Dell controlled 80.6% of VMware’s outstanding common stock and 97.4% 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.
Management believes the assumptions underlying the 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 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 consolidated financial statements include the accounts of VMware and subsidiaries in which VMware has a controlling financial interest. The portion of results of operations attributable to the non-controlling interests for Pivotal prior to the acquisition was included in net loss attributable to non-controlling interests on the consolidated statements of income for the periods presented. As part of the acquisition of Pivotal, VMware acquired the non-controlling interests in Pivotal from the holders of Pivotal Class A common stock and has held 100% of the controlling financial interest in Pivotal since December 2019. The cumulative portion of the results of operations and changes in the net assets of Pivotal attributable to the non-controlling interests through the acquisition date were reclassified to additional paid-in capital on the consolidated balance sheet as of January 31, 2020.
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 consolidated statements of cash flows based upon the nature of the underlying transaction.
65

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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.
As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, VMware’s future financial statements could be affected. 
Revenue Recognition
VMware derives revenue primarily from licensing software under perpetual licenses or consumption-based contracts and related software maintenance and support, subscriptions, hosted services, training and consulting services. VMware accounts for a contract with a customer if all criteria defined by ASC 606, Revenue from Contracts with Customers are met, including that collectibility of consideration is probable. At inception of a contract with a customer, the Company evaluates whether the promised products and services represent distinct performance obligations within the context of the contract. Performance obligations that are both capable of being distinct on their own and distinct within the context of the contract are recognized on their own as distinct performance obligations. Performance obligations under which both of these two criteria are not met are recognized as a combined, single performance obligation. Determining whether the Company’s licenses, subscriptions and services are considered distinct performance obligations that should be accounted for separately or together often involves assumptions and significant judgments that can have a significant impact on the timing and amount of revenue recognized.
Revenue is recognized upon transfer of control of licenses, subscriptions or services to the customer in an amount that reflects the consideration VMware expects to receive in exchange for those licenses, services or subscriptions. Control of a promised license, subscription or service may be transferred to a customer either at a point in time or over time, which affects the timing of revenue recognition. VMware’s contracts with customers may include a combination of licenses, subscriptions and services that are accounted for as distinct performance obligations. Licenses that represent distinct performance obligations are recognized at a point in time when the software license keys have been made available to the customer. Licenses sold as part of the Company’s subscriptions that do not represent distinct performance obligations are recognized over time along with the associated services that form a combined performance obligation with the software. Management assesses relevant contractual terms in contracts with customers and applies significant judgment in identifying and accounting for all terms and conditions in certain contracts. Certain contracts include third-party offerings and revenue that may be recognized net of the third-party costs, based upon an assessment as to whether VMware had control of the underlying third-party offering. Revenue is recognized net of any taxes invoiced to customers, which are subsequently remitted to governmental authorities.
From time to time, VMware may enter into revenue and purchase contracts with the same customer within a short period of time. VMware evaluates the underlying economics and fair value of the consideration payable to the customer to determine if any portion of the consideration payable to the customer exceeds the fair value of the goods and services received and should be accounted for as a reduction of the transaction price of the revenue contract.
License Revenue
VMware generally sells its license software through distributors, resellers, system vendors, systems integrators and its direct sales force. Performance obligations related to license revenue, including the license portion of term licenses, represent functional intellectual property under which a customer has the legal right to the on-premises license. The license provides significant standalone functionality and is a separate performance obligation from the maintenance and support and professional services sold by VMware. On-premises license revenue is recognized at a point in time, upon delivery and transfer of control of the underlying license to the customer.
License revenue from on-premises license software sold to original equipment manufacturers (“OEMs”) is recognized when the sale to the end user occurs. Revenue is recognized upon reporting by the OEMs of their sales, and for the period where information of the underlying sales has not been made available, revenue is recognized based upon estimated sales.
66

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Subscription and SaaS Revenue
VMware’s subscription and SaaS revenue consists of hosted services, license usage fees from the Company’s VCPP, and perpetual or subscription license sales of its software platform with open source licenses or offerings under which licenses and services are accounted for as combined performance obligations.
VMware’s hosted services consist of certain software offerings sold as a service-based technology without the customer’s ability to take possession of the software over the subscription term. Hosted services are recognized as SaaS revenue over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service.
VCPP partners license on-premises software from VMware on a monthly basis under a usage-based model. Generally, contracts with VCPP partners include cancellation rights. Revenue recognition is based on fees associated with reported license consumption by the VCPP partners and includes estimates for the period when consumption information has not been made available.
Subscription license sales of the Company’s software platform offering provides customers with a term-based license to its platform, which includes, among other items, open-source software, support, enhancements, upgrades and compatibility to certified systems, all of which are offered on an if-and-when available basis. Subscription revenue is recognized ratably over the contract term beginning on the date that the Company’s platform is made available to the customer.
Subscription sales also include offerings sold on a perpetual and term basis where licenses provide customers with access to and the right to utilize the threat intelligence capabilities and ongoing support. VMware considers the software license and access to critical threat intelligence capabilities to be a single performance obligation. Subscription revenue is recognized ratably over the contract term beginning on the date the software is delivered to the customer.
Subscription licenses sold on a term-basis are generally over a one- or three-year duration and invoiced to the customers either upfront, annually, quarterly or monthly.
Services Revenue
VMware’s services revenue generally consists of software maintenance and support and professional services. Software maintenance and support offerings entitle customers to receive major and minor product upgrades, on a when-and-if-available basis, and technical support. Maintenance and support services are comprised of multiple performance obligations including updates, upgrades to licenses and technical support. While separate performance obligations are identified within maintenance and support services, the underlying performance obligations generally have a consistent continuous pattern of transfer to a customer during the term of a contract. Maintenance and support services revenue is recognized ratably over the contract duration.
Professional services include design, implementation, training and consulting services. Professional services performed by VMware represent distinct performance obligations as they do not modify or customize licenses sold. These services are not highly interdependent or highly interrelated to licenses sold such that a customer would not be able to use the licenses without the professional services. Revenue from fixed fee professional services engagements is recognized based on progress made toward the total project effort, which can be reasonably estimated. As a practical expedient, VMware recognizes revenue from professional services engagements invoiced on a time and materials basis as the hours are incurred based on VMware’s right to invoice amounts for performance completed to date.
Contracts with Multiple Performance Obligations
VMware enters into revenue contracts with multiple performance obligations in which a customer may purchase combinations of licenses, maintenance and support, subscriptions, hosted services, training, consulting services, and rights to future products and services. For contracts with multiple performance obligations, VMware allocates total transaction value to the identified underlying performance obligations based on relative standalone selling price (“SSP”). VMware typically estimates SSP of services based on observable transactions when the services are sold on a standalone basis and those prices fall within a reasonable range. VMware utilizes the residual approach to estimate SSP for products or services sold to customers due to highly variable pricing.
Rebates and Marketing Development Funds
Rebates, which are offered to certain channel partners and represent a form of variable consideration, are accounted for as a reduction to the transaction price on eligible contracts.
67

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Rebates are determined based on eligible sales during the quarter or based on actual achievement to quarterly target sales. The reduction of the aggregate transaction price against eligible contracts is allocated to the applicable performance obligations. The difference between the estimated rebates recognized and the actual amounts paid has not been material to date.
Certain channel partners are also reimbursed for direct costs related to marketing or other services that are defined under the terms of the marketing development programs. Estimated reimbursements for marketing development funds are accounted for as consideration payable to a customer, reducing the transaction price of the underlying contracts. The most likely amount method is used to estimate the marketing fund reimbursements at the end of the quarter and the reduction of transaction price is allocated to the applicable performance obligations. The difference between the estimated reimbursement and the actual amount paid to channel partners has not been material to date.
Returns Reserves
With limited exceptions, VMware’s return policy does not allow product returns for a refund. VMware estimates and records reserves for product returns at the time of sale based on historical return rates. Amounts are recorded as a reduction of revenue or unearned revenue. Returns reserves were not material for all periods presented.
Deferred Commissions
Sales commissions, including the employer portion of payroll taxes, earned by VMware’s sales force are considered incremental and recoverable costs of obtaining a contract, and are deferred and generally amortized on a straight-line basis over the expected period of benefit. The expected period of benefit is generally determined using the contract term or underlying technology life, if renewals are expected and the renewal commissions are not commensurate with the initial commissions. Sales commissions related to software maintenance and support renewals are deferred and amortized on a straight-line basis over the contractual renewal period.
Foreign Currency Remeasurement and Translation
The United States (“U.S.”) dollar is the functional currency of VMware’s foreign subsidiaries as of January 29, 2021. As of January 31, 2020, the U.S. dollar was the functional currency for the majority of VMware’s foreign subsidiaries, except for certain Pivotal foreign subsidiaries, many of which were wound down during fiscal 2021. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. VMware records net gains and losses resulting from foreign exchange transactions as a component of foreign currency exchange gains and losses in other income (expense), net on the consolidated statements of income. These gains and losses are net of those recognized on foreign currency forward contracts (“forward contracts”) not designated as hedges that VMware enters into to partially mitigate its exposure to foreign currency fluctuations. VMware records foreign currency translation adjustments in other comprehensive income (loss), and the losses recognized during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 were not significant.
Cash and Cash Equivalents, Short-Term Investments, and Restricted Cash
From time to time, VMware invests primarily in money market funds, highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. All highly liquid investments with maturities of 90 days or less from date of purchase are classified as cash equivalents and all highly liquid investments with maturities of greater than 90 days from date of purchase as short-term investments. Short-term investments are classified as available-for-sale securities. VMware may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisitions and strategic investments.
When invested, fixed income investments are reported at market value and unrealized gains and losses on these investments, net of tax, are included in accumulated other comprehensive loss, a component of stockholders’ equity. Realized gains or losses are included on the consolidated statements of income. Gains and losses on the sale of fixed income securities issued by the same issuer and of the same type are determined using the first-in first-out method. When a determination has been made that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is realized and is included on the consolidated statements of income.
Cash balances that are restricted pursuant to the terms of various agreements are classified as restricted cash and included in other current assets and other assets in the accompanying consolidated balance sheets. Refer to Note I for more information.
Investments in Equity Securities
VMware holds equity securities in publicly and privately held companies. VMware elected to measure securities in privately held companies at cost less impairment, if any, adjusted for observable price changes in orderly transactions for the identical or a similar security of the same issuer. VMware’s securities in publicly held companies are measured at fair value
68

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
using quoted prices for identical assets in an active market. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income.
Allowance for Credit Losses
VMware maintains an allowance for credit losses for estimated losses on uncollectible accounts receivable. VMware determines the allowance based on various factors such as historical experience, the age of the receivable and current economic conditions that may affect customers’ ability to pay. The allowance for credit losses was not significant for all periods presented.
Property and Equipment, Net
Property and equipment, net is recorded at cost. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful life of the assets, as follows:
BuildingsTerm of underlying land lease
Land improvements15 years
Furniture and fixtures7 years
Equipment
3 to 6 years
Software
3 to 8 years
Leasehold improvements
20 years, not to exceed the shorter of the estimated useful life or remaining lease term
Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized on the consolidated statements of income. Repair and maintenance costs that do not extend the economic life of the underlying assets are expensed as incurred.
Capitalized Software Development Costs
Costs associated with internal-use software, including those used to provide hosted services, during the application development stage are capitalized. Capitalization of costs begins when the preliminary project stage is completed, management has committed to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization ceases at the point when the project is substantially complete and is ready for its intended purpose. The capitalized amounts are included in property and equipment, net on the consolidated balance sheets.
Development costs of software to be sold, leased, or otherwise marketed are subject to capitalization beginning when technological feasibility for the product has been established and ending when the product is available for general release. During the years presented, software development costs incurred for products during the time period between reaching technological feasibility and general release were not material and accordingly were expensed as incurred.
Business Combinations
For business combinations, with the exception of acquisitions of entities under common control, VMware recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, which are measured based on the acquisition date fair value. Goodwill is measured as the excess of consideration transferred over the net amounts of the identifiable tangible and intangible assets acquired and the liabilities assumed at the acquisition date.
VMware uses significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed and the related useful lives of the acquired assets, when applicable, as of the acquisition date.
When those estimates are provisional, VMware refines them as necessary during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which VMware may gather and analyze the necessary information about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Measurement period adjustments are recorded during the period in which the adjustment amount is determined. All other adjustments are recorded to the consolidated statements of income.
Acquisitions of entities under common control requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. Assets and liabilities transferred are recorded at their historical carrying amounts on the date of the transfer. The difference between purchase consideration and historical value of the net assets on the date of the transfer are recognized in total stockholders’ equity on the consolidated balance sheets.
69

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Costs to effect an acquisition are recorded in general and administrative expenses on the consolidated statements of income as the expenses are incurred. Gains recognized for the remeasurement of ownership interest to fair value upon completion of a step acquisition are recorded in other income (expense), net on the consolidated statements of income.
Purchased Intangible Assets and Goodwill
Goodwill is evaluated for impairment during the third quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. VMware elected to perform a quantitative assessment of goodwill with respect to its one reporting unit. In doing so, VMware compared the enterprise fair value to the carrying amount of the reporting unit, including goodwill. VMware concluded that, to date, there have been no impairments of goodwill.
Purchased intangible assets with finite lives are generally amortized over their estimated useful lives using the straight-line method. VMware reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.
Derivative Instruments and Hedging Activities
Derivative instruments are measured at fair value and reported as current assets and current liabilities on the consolidated balance sheets, as applicable.
To manage VMware’s exposure to foreign currency fluctuations, VMware enters into forward contracts to hedge a portion of VMware’s net outstanding monetary asset or liability positions. These forward contracts are generally entered into on a monthly basis, with a typical contractual term of one month. These forward contracts are not designated as hedging instruments under applicable accounting guidance and therefore are adjusted to fair value through other income (expense), net on the consolidated statements of income.
Additionally, VMware enters into forward contracts, which it designates as cash flow hedges to manage the volatility of cash flows that relate to operating expenses denominated in certain foreign currencies. These forward contracts are entered into annually, have maturities of twelve months or less, and are adjusted to fair value through accumulated other comprehensive loss, net of tax, on the consolidated balance sheets. When the underlying expense transaction occurs, the gains or losses on the forward contract are subsequently reclassified from accumulated other comprehensive loss to the related operating expense line item on the consolidated statements of income.
The Company does not, and does not intend to, use derivative financial instruments for trading or speculative purposes.
Employee Benefit Plans
The Company has a defined contribution program for U.S. employees that complies with Section 401(k) of the Internal Revenue Code. In addition, the Company offers defined contribution plans to employees in certain countries outside the U.S.
During the years ended January 29, 2021, January 31, 2020, and February 1, 2019, the Company contributed $176 million, $169 million and, $122 million, respectively, to its defined contribution plans.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $33 million, $25 million and $33 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
Income Taxes
Income taxes as presented herein are calculated on a separate tax return basis, although VMware is included in the consolidated tax return of Dell. However, under certain circumstances, transactions between VMware and Dell are assessed using consolidated tax return rules. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal. Pivotal will continue to file its separate tax return for U.S. federal income tax purposes as it has since left the Dell consolidated tax group at the time of Pivotal’s initial public offering (“IPO”) in April 2018.
70

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The U.S. Tax Cuts and Jobs Act enacted on December 22, 2017 (the “2017 Tax Act”) introduced significant changes to U.S. income tax law. During December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which allowed for the recognition of provisional tax amounts during a measurement period not to extend beyond one year of the enactment date. Provisional taxes relating to the effect of the tax law changes, including the estimated transition tax and the remeasurement of U.S. deferred tax assets and liabilities, among others, were recognized during fiscal 2018. The Company completed its analysis of the impact of the 2017 Tax Act and recorded immaterial adjustments during the fourth quarter of fiscal 2019.
The Global Intangible Low-Taxed Income (“GILTI”) provisions of the 2017 Tax Act require VMware to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. GAAP allows the Company to choose between an accounting policy that treats the U.S. tax under GILTI provisions as either a current expense, as incurred, or as a component of the Company’s measurement of deferred taxes. VMware has elected to record impacts of GILTI as period costs and recognized the tax impacts associated with GILTI as a current expense on its consolidated statements of income beginning with the year ended February 1, 2019.
The difference between the income taxes payable or receivable that is calculated on a separate return basis and the amount paid to or received from Dell pursuant to VMware’s tax sharing agreement is presented as a component of additional paid-in capital, generally in the period in which the consolidated return is filed. Refer to Note P for further information.
Net Income Per Share
Basic net income per share is calculated using the weighted-average number of shares of VMware’s common stock outstanding during the period. Diluted net income per share is calculated using the weighted-average number of common stock, including the dilutive effect of equity awards as determined under the treasury stock method. VMware has two classes of common stock, Classes A and B. For purposes of calculating net income per share, VMware uses the two-class method. As both classes share the same rights in dividends, basic and diluted net income per share are the same for both classes.
Concentrations of Risks
Financial instruments, which potentially subject VMware to concentrations of credit risk, consist principally of cash and cash equivalents, short-term investments and accounts receivable. Cash on deposit with banks may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand. VMware places cash and cash equivalents and short-term investments primarily in money market funds and fixed income securities and limits the amount of investment with any single issuer and any single financial institution. VMware held a diversified portfolio of money market funds and fixed income securities, which primarily consisted of various highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. VMware’s fixed income investment portfolio was denominated in U.S. dollars and consisted of securities with various maturities.
VMware manages counterparty risk through necessary diversification of the investment portfolio among various financial institutions and by entering into derivative contracts with financial institutions that are of high credit quality.
VMware provides credit to its customers, including distributors, OEMs, resellers, and end-user customers, in the normal course of business. To reduce credit risk, VMware performs periodic credit evaluations, which consider the customer’s payment history and financial stability.
As of January 29, 2021 and January 31, 2020, one distributor accounted for 13% and 14%, respectively, of VMware’s accounts receivable balance, and a second distributor accounted for 12% and 11%, respectively, of VMware’s accounts receivable balance. Another distributor accounted for and 10% of VMware’s accounts receivable balance as of January 31, 2020.
One distributor accounted for 11%, 12% and 13% of revenue during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Another distributor accounted for 10% and 12% of revenue during the years ended January 31, 2020 and February 1, 2019, respectively.
Accounting for Stock-Based Compensation
VMware restricted stock, including performance stock unit (“PSU”) awards, are valued based on the Company’s stock price on the date of grant. For those awards expected to vest, which only contain a service vesting feature, compensation cost is recognized on a straight-line basis over the awards’ requisite service periods.
PSU awards will vest if certain VMware-designated performance targets, including in certain cases a time-based or market-based vesting component, are achieved. All PSU awards also include a time-based vesting component. If minimum performance thresholds are achieved, each PSU award will convert into VMware’s Class A common stock at a defined ratio
71

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSU awards’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted and recorded on the consolidated statements of income and the remaining unrecognized stock-based compensation is recognized over the remaining requisite service period.
With the exception of stock options assumed as a part of transactions under common control, the Black-Scholes option-pricing model is used to determine the fair value of VMware’s stock option awards and Employee Stock Purchase Plan shares. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected term and risk-free interest rates. These assumptions reflect the Company’s best estimates, but these items involve uncertainties based on market and other conditions outside of the Company’s control.
For outstanding stock options assumed as a part of a transaction between entities under common control, equity awards are converted to VMware’s Class A common stock and valued at historical carrying amounts.
Leases
VMware adopted ASU 2016-02, Leases (“Topic 842”) during fiscal 2020 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 contained a lease. Prior period amounts were not recast under this standard.
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. Right-of-use (“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 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 consolidated balance sheets.
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.
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.
Recently Adopted Accounting Standards
Effective February 1, 2020, VMware adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the measurement and recognition of current expected credit losses for financial assets. The standard did not have a material impact on the Company’s consolidated financial statements.
New Accounting Pronouncement
In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, simplifying the accounting for convertible instruments and contracts in an entity’s own equity and amending the diluted earnings per share guidance for greater consistency within the standard. With the exception of the impact to the Company’s diluted net income per share, which is not expected to be material, the updated standard is not expected to have any other impact on the Company’s financial statements. The updated standard is effective for
72

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
interim and annual periods beginning after December 15, 2021, but may be early adopted. VMware plans to adopt this updated standard during the first quarter of fiscal 2022 on a modified retrospective basis.
B. Pivotal Acquisition
In December 2019, VMware completed the acquisition of Pivotal at a blended price per share of $11.71 and an aggregate purchase consideration of $2.9 billion. The purchase consideration of $2.9 billion was comprised of $15.00 per share or $1.7 billion of cash paid to the non-controlling interest holders of Pivotal’s Class A common stock, the exchange of $1.1 billion of VMware’s Class B common stock for Pivotal’s Class B common stock held by Dell, at an exchange ratio of 0.055 VMware shares for each Pivotal share, and a $155 million accrual for amounts potentially owed to dissenting shareholders in connection with the acquisition, which was recorded in accrued expenses and other on the consolidated balance sheet as of January 31, 2020. In recording the repurchase of the non-controlling interest, the Company recognized a reduction of additional paid in capital of $649 million, which corresponds to the excess of the purchase consideration of $1.8 billion that was paid and accrued, over the carrying value of the non-controlling interest of $1.2 billion. In the aggregate, this transaction resulted in a cash payout, net of cash acquired, of $838 million and the issuance of 7.2 million shares of VMware’s Class B common stock to Dell. Pivotal’s Class B common stock previously held by VMware was canceled. Following the completion of the acquisition, shares of Pivotal Class A common stock ceased to be listed on the New York Stock Exchange and registration of the Pivotal Class A common stock under the Exchange Act was terminated.
During the second quarter of fiscal 2021, VMware paid $91 million to dissenting stockholders of Pivotal, representing a portion of the amount accrued as of January 31, 2020.
The purchase was accounted for as a transaction between entities under common control. Assets and liabilities transferred were recorded at historical carrying amounts of Pivotal on the date of the transfer, except for certain goodwill and intangible assets that were recorded in the amounts previously recognized by Dell for Pivotal in connection with Dell’s acquisition of EMC during fiscal 2016. VMware’s previous investment in Pivotal, including any unrealized gain or loss previously recognized in other income (expense), net on the consolidated statements of income, were derecognized. Transactions with Pivotal that were previously accounted for as transactions between related parties were eliminated in the consolidated financial statements for all periods presented. All intercompany transactions and account balances between VMware and Pivotal have been eliminated upon consolidation for all periods presented.
C. Revenue, Unearned Revenue and Remaining Performance Obligations
Revenue
Receivables
VMware records a receivable when an unconditional right to consideration exists and transfer of control has occurred, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers.
Payment terms vary based on license, subscription or service offerings and payment is generally required within 30 to 45 days from date of invoicing. Certain performance obligations may require payment before delivery of the license or service to the customer.
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 consolidated balance sheets. Contract assets were $43 million and $26 million as of January 29, 2021 and January 31, 2020, 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
73

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 January 29, 2021, customer deposits related to customer prepayments and cloud credits of $294 million were included in accrued expenses and other, and $163 million were included in other liabilities on the consolidated balance sheets. As of January 31, 2020, customer deposits related to customer prepayments and cloud credits of $247 million were included in accrued expenses and other, and $143 million were included in other liabilities on the 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 January 29, 2021 and January 31, 2020 were $31 million and $13 million, respectively. Deferred commissions included in other assets were $1.1 billion and $938 million as of January 29, 2021 and January 31, 2020, respectively.
Amortization expense for deferred commissions was included in sales and marketing on the consolidated statements of income and was $437 million, $354 million and $311 million, during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
Unearned Revenue
Unearned revenue as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Unearned license revenue$15 $19 
Unearned subscription and SaaS revenue1,998 1,534 
Unearned software maintenance revenue7,092 6,700 
Unearned professional services revenue1,209 1,015 
Total unearned revenue$10,314 $9,268 
Unearned subscription and SaaS revenue 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 ratably over the contract duration. The weighted-average remaining contractual term as of January 29, 2021 was approximately two years. Unearned professional services revenue results primarily from prepaid professional services and is generally recognized as the services are performed.
Total billings and revenue recognized during the twelve months ended January 29, 2021 were $8.4 billion and $7.4 billion, respectively, and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses. During the twelve months ended January 29, 2021, VMware also assumed $33 million in unearned revenue in connection with business combinations.
Total billings and revenue recognized during the twelve months ended January 31, 2020 were $8.1 billion and $6.4 billion, respectively, and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses. During the twelve months ended January 31, 2020, VMware also assumed $154 million in unearned revenue in connection with the acquisition of Carbon Black, Inc. (“Carbon Black”).
Revenue recognized during the year ended February 1, 2019 was $5.5 billion and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses.
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.
74

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
As of January 29, 2021, the aggregate transaction price allocated to remaining performance obligations was $11.3 billion, of which approximately 55% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. As of January 31, 2020, the aggregate transaction price allocated to remaining performance obligations was $10.3 billion, of which approximately 54% was expected to be recognized as revenue during fiscal 2021, and the remainder thereafter.
D. 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 years ended January 29, 2021, January 31, 2020 and February 1, 2019, revenue from Dell accounted for 35%, 31% and 25% of VMware’s consolidated revenue, respectively. During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, revenue recognized on transactions where Dell acted as an OEM accounted for 12%, 12% and 13% of revenue from Dell, respectively, or 4%, 4% and 3% of VMware’s consolidated revenue, respectively.
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 ReceiptsUnearned Revenue
For the Year EndedAs of
January 29,January 31,February 1,January 29,January 31,
20212020201920212020
Reseller revenue$4,053 $3,288 $2,355 $4,952 $3,787 
Internal-use revenue63 82 41 45 57 
Collaborative technology project receipts13 10 4  n/a n/a
Customer deposits resulting from transactions with Dell were $214 million and $194 million as of January 29, 2021 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 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 consolidated statements of income.
75

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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):
For the Year Ended
January 29,January 31,February 1,
202120202019
Purchases and leases of products and purchases of services(1)
$206 $242 $200 
Dell subsidiary support and administrative costs74 119 145 
(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
professional services employees from Dell to VMware. These employees are experienced in providing professional services that deliver VMware technology and this transfer centralizes these resources within the Company in order to serve its customers more efficiently and effectively. The transfer was substantially completed during the fourth quarter of fiscal 2020 and did not have a material impact to the consolidated financial statements. VMware also expects that Dell will continue to resell VMware consulting solutions.
During the third quarter of fiscal 2019, VMware acquired technology and employees related to the Dell EMC Service Assurance Suite, which provides root cause analysis management software for communications service providers, from Dell. The purchase of the Dell EMC Service Assurance Suite was accounted for as a transaction by entities under common control. The amount of the purchase price in excess of the historical cost of the acquired assets was recognized as a reduction to retained earnings on the consolidated balance sheets. Transition services were provided by Dell over a period of 18 months, starting from the date of the acquisition, which were not significant.
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 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 $60 million, $66 million and $40 million during the years ended January 29, 2021, January 31, 2020, and February 1, 2019, respectively.
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):
January 29,January 31,
20212020
Due from related parties, current$1,558 $1,618 
Due to related parties, current(1)
120 161 
Due from related parties, net, current$1,438 $1,457 
(1) Includes an immaterial amount related to the Company’s current operating lease liabilities due to related parties.
76

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 consolidated balance sheets as of January 29, 2021 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.
Special Dividend
On July 1, 2018, VMware’s board of directors declared a conditional $11.0 billion one-time special cash dividend (the “Special Dividend”), payable pro-rata to VMware stockholders as of the record date. 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. Dell was paid approximately $9.0 billion in cash as a result of its financial interest in VMware’s common stock as of the record date.
The Special Dividend was paid in connection with the closing of a transaction by Dell pursuant to which holders of Dell Class V common stock, which was designed to track the economic performance of VMware, exchanged the Dell Class V common stock for Dell Class C common stock or cash or both, resulting in the elimination of the Dell Class V common stock. Refer to Note Q for more information.
Notes Payable to Dell
As of January 29, 2021 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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019, interest expense on the notes payable to Dell was not significant.
Other Related Party Transactions
Prior to the acquisition of Pivotal, certain members of Pivotal’s board of directors were executives of Ford Motor Company (“Ford”) and General Electric Company (“GE”), and these companies were customers of Pivotal. Revenue recognized from sales to Ford while it was a related party was not significant during the year ended January 31, 2020 and was $12 million during the year ended February 1, 2019. During the year ended February 1, 2019, revenue recognized from sales to GE while it was a related party was not significant. Subsequent to fiscal 2019, GE was no longer a related party. Subsequent to VMware’s acquisition of Pivotal, Ford was no longer a related party.
E. Commitments and Contingencies
Litigation
On March 5, 2020, two purported Pivotal stockholders filed a petition for appraisal in the Delaware Court of Chancery (the “Court”) seeking a judicial determination of the fair value of an aggregate total of 10,000,100 Pivotal shares (the “Appraisal Action”). Separately, on June 4, 2020, purported Pivotal stockholder Kenia Lopez filed a lawsuit in the Court against Dell, VMware, Michael Dell, Robert Mee, and Cynthia Gaylor (the “Lopez Action”), which alleges breach of fiduciary duty and aiding and abetting, all tied to VMware’s acquisition of Pivotal. On July 16, 2020, purported Pivotal stockholder Stephanie Howarth filed a similar lawsuit against the same defendants asserting similar claims (the “Howarth Action”). On August 14, 2020, the Court entered an order consolidating the Appraisal Action, the Lopez Action, and the Howarth Action into a single action (the “Consolidated Action”) for all purposes including pretrial discovery and trial. The Court has not yet issued a scheduling order for the Consolidated Action, but the parties have moved forward with pretrial discovery. On June 23, 2020, the Company made a payment of $91 million to the petitioners in the Appraisal Action, which reduces the Company’s exposure to accumulating interest. In addition, on September 23, 2020, the Company filed a motion to dismiss the claims asserted in the Lopez Action and the Howarth Action, for which briefing was completed. The hearing date for this motion to dismiss is April 1, 2021. 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 itself in connection with this matter.
On April 25, 2019, Cirba Inc. and Cirba IP, Inc. (collectively, “Cirba”) sued VMware in the United States District Court for the District of Delaware (the “Delaware Court”) for allegedly infringing two patents and three trademarks (“First Action”). After an August 6, 2019 hearing, the Delaware Court denied Cirba’s preliminary injunction motion. On August 20, 2019, VMware filed counterclaims against Cirba for infringing four VMware patents. The Delaware Court severed VMware’s patent infringement counterclaims from Cirba’s claims. On January 24, 2020, a jury returned a verdict that VMware had willfully
77

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
infringed Cirba’s two patents and awarded approximately $237 million in damages. As to Cirba’s trademark-related claims, the jury found that VMware was not liable. A total of $237 million was accrued for the First Action as of January 31, 2020, which reflected the estimated losses that were considered both probable and reasonably estimable at that time. The amount accrued for this matter was included in accrued expenses and other on the consolidated balance sheet as of January 31, 2020 and the charge was included in general and administrative expense on the consolidated statement of income for the year ended January 31, 2020. On March 9, 2020, the parties filed post-trial motions in the First Action. On December 21, 2020, the Delaware Court granted VMware’s request for a new trial based, in part, on Cirba Inc.’s lack of standing, set aside the verdict and damages award, and denied Cirba’s post-trial motions (the “Post-Trial Order”). On October 22, 2019, VMware filed a separate lawsuit against Cirba Inc. in the United States District Court for the Eastern District of Virginia for infringing four additional VMware patents (“Second Action”). The Second Action was transferred to the Delaware Court on February 25, 2020. On March 23, 2020, Cirba filed a counterclaim against VMware in the Second Action alleging infringement of an additional Cirba patent. The Delaware Court consolidated the First and Second Actions and ordered a consolidated trial on all of the parties’ patent infringement claims and counterclaims. The parties have proposed April 24, 2023 as the date for a consolidated trial. On January 20, 2021, Cirba moved to certify the Post-Trial Order to enable an interlocutory appeal to the United States Court of Appeals for the Federal Circuit. This motion has been fully briefed and is now pending before the Court. As of January 29, 2021, the Company reassessed its estimated loss accrual for the First Action based on the Post-Trial Order and determined that a loss is no longer probable and reasonably estimable with respect to the consolidated First and Second Actions. Accordingly, the estimated loss accrual of $237 million recorded on the consolidated balance sheet was derecognized, with the credit included in general and administrative expense on the consolidated income statement for the year ended January 29, 2021. 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. The Company intends to vigorously defend against this matter.
In December 2019, the staff of the Enforcement Division of the SEC requested documents and information related to VMware’s backlog and associated accounting and disclosures. VMware is fully cooperating with the SEC’s investigation and is unable to predict the outcome of this matter at this time.
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 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 January 29, 2021, 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 possible disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on its consolidated financial statements.
78

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Contractual Commitments
VMware’s minimum contractual commitments as of January 29, 2021 were as follows (table in millions):
Purchase ObligationsAsset Retirement ObligationsTotal
2022$391 $3 $394 
2023294 2 296 
2024331 1 332 
20251 3 4 
2026 9 9 
Thereafter 5 5 
Total$1,017 $23 $1,040 
VMware’s contractual commitments also include leased office facilities and equipment under various lease arrangements. Refer to Note N for more information on VMware’s lease commitments.
Guarantees and Indemnification Obligations
VMware enters into agreements in the ordinary course of business with, among others, customers, distributors, resellers, system vendors and systems integrators. Most of these agreements require VMware to indemnify the other party against third-party claims alleging that a VMware product infringes or misappropriates a patent, copyright, trademark, trade secret, and/or other intellectual property right. Certain of these agreements require VMware to indemnify the other party against certain claims relating to property damage, personal injury, or the acts or omissions of VMware, its employees, agents, or representatives.
VMware has agreements with certain vendors, financial institutions, lessors and service providers pursuant to which VMware has agreed to indemnify the other party for specified matters, such as acts and omissions of VMware, its employees, agents, or representatives.
VMware has procurement or license agreements with respect to technology that it has obtained the right to use in VMware’s products and agreements. Under some of these agreements, VMware has agreed to indemnify the supplier for certain claims that may be brought against such party with respect to VMware’s acts or omissions relating to the supplied products or technologies.
VMware has agreed to indemnify the directors and executive officers of VMware, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer. VMware’s by-laws and charter also provide for indemnification of directors and officers of VMware and VMware subsidiaries to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer. VMware also indemnifies certain employees who provide services with respect to employee benefits plans, including, for example, the members of the Administrative Committee of the VMware 401(k) Plan, and employees who serve as directors or officers of VMware’s subsidiaries.
In connection with certain acquisitions, VMware has agreed to indemnify the former directors and officers of the acquired company in accordance with the acquired company’s by-laws and charter in effect immediately prior to the acquisition or in accordance with indemnification or similar agreements entered into by the acquired company and such persons. VMware typically purchases a “tail” directors and officers insurance policy, which should enable VMware to recover a portion of any future indemnification obligations related to the former officers and directors of an acquired company.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the relatively small number of prior indemnification claims and the unique facts and circumstances involved in each particular situation. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s consolidated results of operations, financial position, or cash flows.
79

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
F. Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill
Business Combinations
Fiscal 2021
Acquisition of SaltStack, Inc.
During the third quarter of fiscal 2021, VMware completed the acquisition of SaltStack, Inc., a developer of intelligent, event-driven automation software, to broaden VMware’s Cloud Management capabilities from infrastructure to applications. The total purchase price, net of cash acquired, was $51 million. The purchase price primarily included $29 million of identifiable intangible assets and $24 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of three years.
Acquisition of Datrium, Inc.
During the second quarter of fiscal 2021, VMware completed the acquisition of Datrium, Inc., a provider of cloud-native disaster recovery solutions, to broaden the VMware Site Recovery Disaster Recovery as a Service offerings. The total purchase price, net of cash acquired, was $137 million. The purchase price primarily included $25 million of identifiable intangible assets and $91 million of goodwill. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of three years to five years. During the fourth quarter of fiscal 2021, the Company evaluated facts and circumstances that existed as of the acquisition date and adjusted the provisional amount recorded to deferred tax asset, resulting in an increase of $40 million to goodwill, and determined that intangible assets and goodwill are expected to be deductible for tax purposes.
Acquisition of Lastline, Inc.
During the second quarter of fiscal 2021, VMware completed the acquisition of Lastline, Inc., a provider of network-based security breach detection products and services, to enhance capabilities for network detection and threat analysis on VMware NSX and SD-WAN offerings. The total purchase price, net of cash acquired, was $114 million. The purchase price primarily included $29 million of identifiable intangible assets and $86 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to four years.
Acquisition of Nyansa, Inc.
During the first quarter of fiscal 2021, VMware completed the acquisition of Nyansa, Inc., a developer of artificial intelligence-based network analytics, to accelerate the delivery of end-to-end monitoring and troubleshooting capacities within VMware SD-WAN by VeloCloud. The total purchase price, net of cash acquired, was $38 million. The purchase price primarily included $14 million of identifiable intangible assets and $24 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to four years.
Other Fiscal 2021 Acquisitions
During the year ended January 29, 2021, VMware completed five other acquisitions, which were not material, individually or in aggregate, to the consolidated financial statements. VMware expects these acquisitions to primarily enhance its product features and capabilities for its VMware Carbon Black Cloud and vRealize Operations offerings. The aggregate purchase price for these five acquisitions, net of cash acquired, was $62 million and primarily included $52 million of identifiable intangible assets and $16 million of goodwill, the majority of which is expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to five years.
For each of the acquisitions completed during fiscal 2021, the excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which management believes represents synergies expected from combining the technologies of VMware with those of the acquired businesses. 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. VMware expects to finalize the allocation of the purchase price within the measurement period.
The pro forma financial information assuming these fiscal 2021 acquisitions 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.
80

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Fiscal 2020
Acquisition of Pivotal
During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal, a leading cloud-native platform provider, to enhance VMware’s cloud native Kubernetes portfolio. Refer to Note B for more information.
Acquisition of Carbon Black
During the third quarter of fiscal 2020, 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 purchase price was $2.0 billion, net of cash acquired of $111 million.
Merger consideration totaling $18 million is held with a third-party paying agent and is payable to certain employees 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 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 receivable58 
Intangible assets492 
Goodwill1,588 
Other acquired assets52 
Total assets acquired2,301 
Unearned revenue151 
Other assumed liabilities45 
Total liabilities assumed196 
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 technology4.2$232 
Customer relationships and customer lists7.0215 
Trademarks and tradenames5.025 
Other2.020 
Total definite-lived intangible assets$492 
81

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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. Goodwill and identifiable intangible assets were not deductible for tax purposes.
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 was not 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.
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 was not 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.
Other Fiscal 2020 Business Combinations
During the third quarter of fiscal 2020, VMware completed four other acquisitions, which were not material individually to the 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 $48 million of goodwill, of which the majority was not 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 fiscal 2020 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.
Fiscal 2019
Acquisition of Heptio Inc.
During the fourth quarter of fiscal 2019, VMware completed the acquisition of Heptio Inc. (“Heptio”), a provider of products and services that help enterprises deploy and operationalize Kubernetes. VMware acquired Heptio to enhance VMware’s Kubernetes portfolio and cloud native strategy. The total purchase price was $420 million, net of cash acquired of $15 million. Merger consideration totaling $117 million, including $24 million being held in escrow, is payable to certain employees of Heptio subject to specified future employment conditions and is being recognized as expense over the requisite service period of approximately four years on a straight-line basis. Compensation expense recognized during each of the years ended January 29, 2021 and January 31, 2020 was $33 million, and was not material during the year ended February 1, 2019.
The fair value of assumed unvested equity awards attributed to post-combination services was $47 million 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.
82

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Acquisition of CloudHealth Technologies, Inc.
During the third quarter of fiscal 2019, VMware completed the acquisition of CloudHealth Technologies, Inc. (“CloudHealth Technologies”). CloudHealth Technologies delivers a cloud operations platform that enables customers to analyze and manage cloud cost, usage, security, and performance centrally for native public clouds, which expanded VMware’s portfolio of multi-cloud management solutions. The total purchase price was $495 million, net of cash acquired of $26 million. The fair value of assumed unvested equity awards attributed to post-combination services was $39 million and will be expensed over the remaining requisite service periods 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.
Other Fiscal 2019 Asset Acquisitions
During the first quarter of fiscal 2019, VMware completed four asset acquisitions, in which the Company acquired certain intangible assets classified as completed technology. The aggregate purchase price of the intangible assets acquired was $26 million.
The pro forma financial information assuming fiscal 2019 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.
Definite-Lived Intangible Assets, Net
The following table summarizes the changes in the carrying amount of definite-lived intangible assets during the periods presented (table in millions):
January 29,January 31,
20212020
Balance, beginning of the year$1,172 $966 
Additions to intangible assets related to business combinations149 622 
Amortization expense(328)(300)
Derecognized leasehold interest (116)
Balance, end of the year$993 $1,172 
Upon adoption of Topic 842 in fiscal 2020, 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 consolidated balance sheets. Prior to adoption, these assets were classified as intangible assets, net on the consolidated balance sheets.
As of the periods presented, definite-lived intangible assets consisted of the following (amounts in tables in millions):
January 29, 2021
Weighted-Average Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased technology5.3$948 $(462)$486 
Customer relationships and customer lists11.4727 (281)446 
Trademarks and tradenames7.6132 (78)54 
Other2.021 (14)7 
Total definite-lived intangible assets$1,828 $(835)$993 
83

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
January 31, 2020
Weighted-Average Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased technology5.7$1,030 $(488)$542 
Customer relationships and customer lists11.4739 (200)539 
Trademarks and tradenames7.6131 (58)73 
Other2.022 (4)18 
Total definite-lived intangible assets$1,922 $(750)$1,172 
Amortization expense on definite-lived intangible assets was $328 million, $300 million and $247 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
Based on intangible assets recorded as of January 29, 2021 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):
2022$300 
2023249 
2024197 
2025104 
202664 
Thereafter79 
Total$993 
Goodwill
The following table summarizes the changes in the carrying amount of goodwill during the year ended January 29, 2021 (table in millions):
January 29,January 31,
20212020
Balance, beginning of the year$9,329 $7,418 
Increase in goodwill due to business combinations and related adjustments270 1,911 
Balance, end of the year$9,599 $9,329 
G. Realignment
During the third quarter of fiscal 2021, VMware approved a plan to streamline its operations and better align resources with its business priorities. As a result of this action, approximately 280 positions were eliminated during the year ended January 29, 2021. VMware recognized $42 million of severance-related realignment expenses during the year ended January 29, 2021 on the consolidated statements of income. Actions associated with this plan were substantially complete by the end of fiscal 2021.
During the fourth quarter of fiscal 2020, VMware approved a plan to streamline its operations, with plans to better align business priorities and shift positions to lower cost locations. As a result of these actions, approximately 1,100 positions were eliminated during the year ended January 31, 2020. VMware recognized $79 million of severance-related realignment expenses during the year ended January 31, 2020 on the consolidated statements of income. Actions associated with this plan were completed during fiscal 2021.
84

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following tables summarize the activity for the accrued realignment expenses for the years ended January 29, 2021 and January 31, 2020 (table in millions):
For the Year Ended January 29, 2021
Balance as of
January 31, 2020
Realignment ExpenseUtilizationBalance as of
January 29, 2021
Severance-related costs$74 $42 $(113)$3 
For the Year Ended January 31, 2020
Balance as of
February 1, 2019
Realignment ExpenseUtilizationBalance as of
January 31, 2020
Severance-related costs$ $79 $(5)$74 
H. Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common stock 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, which included Pivotal’s employee stock purchase plan through the date of acquisition. 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.
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):
For the Year Ended
 January 29,January 31,February 1,
 202120202019
Net income attributable to VMware, Inc.$2,058 $6,412 $1,650 
Weighted-average shares, basic for Classes A and B419,841 417,058 413,769 
Effect of other dilutive securities3,399 8,177 7,362 
Weighted-average shares, diluted for Classes A and B423,240 425,235 421,131 
Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B$4.90 $15.37 $3.99 
Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B$4.86 $15.08 $3.92 
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):
For the Year Ended
January 29,January 31,February 1,
202120202019
Anti-dilutive securities:
Employee stock options150 34 50 
Restricted stock units5,038 315 255 
Total5,188 349 305 

85

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
I. Cash, Cash Equivalents, Restricted Cash and Short-Term Investments
Cash and Cash Equivalents
Cash and cash equivalents totaled $4.7 billion and $2.9 billion as of January 29, 2021 and January 31, 2020, respectively. Cash equivalents were $3.8 billion as of January 29, 2021 and consisted of money-market funds of $3.7 billion and time deposits of $102 million. Cash equivalents were $2.3 billion as of January 31, 2020 and consisted of money-market funds of $2.2 billion and time deposits of $102 million.
Restricted Cash
The following table provides a reconciliation of the Company’s cash and cash equivalents, and current and non-current portion of restricted cash reported on the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash as of January 29, 2021 and January 31, 2020 (table in millions):
January 29,January 31,
20212020
Cash and cash equivalents$4,692 $2,915 
Restricted cash within other current assets56 83 
Restricted cash within other assets22 33 
Total cash, cash equivalents and restricted cash$4,770 $3,031 
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.
Short-Term Investments
Short-term investments totaled $23 million as of January 29, 2021 and consisted of marketable equity securities that were previously subject to a certain sale restriction and therefore were classified as other assets as of January 31, 2020. The unrealized loss on short-term investments was not material during the year ended January 29, 2021. Refer to Note K for more information regarding the Company’s marketable equity securities.
J. Debt
Unsecured Senior Notes
On April 7, 2020, VMware issued three series of unsecured senior notes pursuant to a public debt offering. The proceeds from the issuance were $2.0 billion, net of debt discount of $3 million and debt issuance costs of $17 million. VMware also has three series of unsecured senior notes issued on August 21, 2017 (collectively with the notes issued April 7, 2020, the “Senior Notes”).
86

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The carrying value of the Senior Notes as of the periods presented was as follows (amounts in millions):
January 29,January 31,Effective Interest Rate
20212020
Senior Notes issued August 21, 2017:
2.30% Senior Note Due August 21, 2020
$ $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%
Senior Notes issued April 7, 2020:
4.50% Senior Note Due May 15, 2025
750  4.70%
4.65% Senior Note Due May 15, 2027
500  4.80%
4.70% Senior Note Due May 15, 2030
750  4.86%
Total principal amount4,750 4,000 
Less: unamortized discount(7)(5)
Less: unamortized debt issuance costs(26)(16)
Net carrying amount4,717 3,979 
Current portion of long-term debt 1,248 
Long-term debt$4,717 $2,731 
On May 11, 2020, VMware exercised a make-whole call and redeemed the $1.3 billion unsecured senior note due August 21, 2020 at a premium. The loss on extinguishment of debt was not material during the year ended January 29, 2021 and was recognized in other income (expense), net on the consolidated statements of income.
Interest on the Senior Notes issued on April 7, 2020 is payable semiannually in arrears, on May 15 and November 15 of each year, beginning November 15, 2020. The interest rate on each note issued on April 7, 2020 is subject to adjustment based on certain rating events. Interest on the Senior Notes issued on August 21, 2017 is payable semiannually in arrears, on February 21 and August 21 of each year. Interest expense was $183 million, $129 million and $129 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Interest expense, which included amortization of discount and issuance costs, was recognized on the consolidated 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 repurchase. The Senior Notes rank equally in right of payment with VMware’s other unsecured and unsubordinated indebtedness. The Senior Notes contain 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 D 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 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 revolving 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 January 29, 2021 and January 31, 2020, there was no outstanding borrowing under the revolving credit facility. The credit agreement contains certain representations, warranties and covenants. Commitment fees, interest rates and other terms of borrowing under the revolving 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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019.
On September 8, 2017, Pivotal entered into a senior secured revolving loan facility in an aggregate principal amount not to exceed $100 million. The revolving loan facility was amended on May 6, 2019 and terminated on October 22, 2019. During the year ended February 1, 2019, $15 million was borrowed under the revolving loan facility. The total outstanding balance of $35 million was repaid during the year ended February 1, 2019.
87

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 provided the Company with a borrowing capacity of up to $2.0 billion through February 7, 2020 for general corporate purposes. During the year ended January 31, 2020, the Company drew down an aggregate of $3.4 billion and repaid an aggregate of $1.9 billion. As of January 31, 2020, the outstanding balance on the Term Loan of $1.5 billion, net of unamortized debt issuance costs, was included in current portion of long-term debt and other borrowings on the consolidated balance sheets. During the third quarter of fiscal 2021, VMware repaid the outstanding balance of $1.5 billion on the Term Loan.
The Term Loan contained certain representations, warranties and covenants. Commitment fees paid were not significant during the year ended January 31, 2020. Interest expense for the Term Loan, including amortization of issuance costs, was $17 million and $15 million during the years ended January 29, 2021 and January 31, 2020, respectively.
K. 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 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not 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.
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.
The following tables set forth the fair value hierarchy of VMware’s cash equivalents that were required to be measured at fair value as of the periods presented (tables in millions):
 January 29, 2021
 Level 1Level 2Total
Cash equivalents:
Money-market funds$3,738 $ $3,738 
Time deposits(1)
 102 102 
Total cash equivalents$3,738 $102 $3,840 
Short-term investments:
Marketable equity securities$23 $ $23 
Total short-term investments$23 $ $23 
 January 31, 2020
 Level 1Level 2Total
Cash equivalents:
Money-market funds$2,158 $ $2,158 
Time deposits(1)
 102 102 
Total cash equivalents$2,158 $102 $2,260 
(1) Time deposits were valued at amortized cost, which approximated fair value.
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 $276 million and $269 million as of January 29, 2021 and January 31, 2020, respectively. The fair value of the Senior Notes was approximately $5.3 billion and $4.1 billion as of January 29, 2021 and January 31, 2020, respectively. The fair value of the Term Loan approximated its carrying value as of January 31, 2020 due to its short-term nature. Fair value
88

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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. There is no net impact to the consolidated statements of income since changes in the fair value of the assets 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 $140 million and $106 million as of January 29, 2021 and January 31, 2020, respectively, and were included in other assets and other liabilities on the consolidated balance sheets, respectively.
Equity Securities With a Readily Determinable Fair Value
VMware’s equity securities include an investment in a company that completed its initial public offering during the third quarter of fiscal 2021. As of January 29, 2021, this investment had a fair value of $162 million, of which $139 million was included in other assets due to a certain sale restriction and $23 million was included in short-term investments as they were unrestricted and available for sale.
During the year ended January 29, 2021, VMware sold $26 million of its marketable equity securities, and the realized loss on the sale was not material. VMware also recognized an unrealized gain of $163 million during the year ended January 29, 2021, to adjust the remaining investment to its fair value using quoted prices for identical assets in an active market (Level 1). As of January 31, 2020, this investment had a carrying value of $25 million and was included in other assets on the consolidated balance sheet. The unrealized gain recognized during the year ended January 31, 2020 was $21 million. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income.
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 January 29, 2021 and January 31, 2020, investments in privately held companies, which consisted primarily of equity securities, had a carrying value of $129 million and $134 million, respectively, and were included in other assets on the consolidated balance sheets. During the years ended January 29, 2021 and February 1, 2019, VMware recognized unrealized losses of $14 million and $13 million respectively, on these securities. During the year ended January 31, 2020, VMware recognized an unrealized gain of $16 million on these securities. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income.
L. 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 and by monitoring credit ratings, credit spreads 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 loss on the consolidated balance sheets and is subsequently reclassified to the related operating expense line item on the consolidated statements of income in the same period that the underlying expenses are incurred. During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, the effective portion of gains or losses reclassified to the consolidated statements of income was not significant. Interest charges or forward points on VMware’s forward contracts were excluded from the assessment of hedge effectiveness and were recorded to the related operating expense line item on the consolidated statements of income in the same period that the interest charges are incurred.
These forward contracts have contractual maturities of twelve months or less, and as of January 29, 2021 and January 31, 2020, outstanding forward contracts had a total notional value of $486 million and $480 million, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract. The fair value of these forward contracts was not significant as of January 29, 2021 and January 31, 2020.
89

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, 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 consolidated statements of income.
These forward contracts generally have a contractual maturity of one month, and as of January 29, 2021 and January 31, 2020, outstanding forward contracts had a total notional value of $1.2 billion and $1.1 billion, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract. The fair value of these forward contracts was not significant as of January 29, 2021 and January 31, 2020.
VMware recognized a loss of $63 million during the year ended January 29, 2021, and gains of $54 million and $69 million during the years ended January 31, 2020 and February 1, 2019, respectively, related to the settlement of forward contracts. Gains and losses are recorded in other income (expense), net on the 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 years ended January 29, 2021 and January 31, 2020 resulted in net gains of $31 million and $31 million, respectively. 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 year ended February 1, 2019. Net gains and losses are recorded in other income (expense), net on the consolidated statements of income.
M. Property and Equipment, Net
Property and equipment, net, as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Equipment and software$1,620 $1,404 
Buildings and improvements1,137 1,088 
Furniture and fixtures132 120 
Construction in progress82 106 
Total property and equipment2,971 2,718 
Accumulated depreciation(1,637)(1,438)
Total property and equipment, net$1,334 $1,280 
As of January 29, 2021 and January 31, 2020, construction in progress primarily represented various buildings and site improvements that had not yet been placed into service.
Depreciation expense was $253 million, $234 million and $211 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
N. Leases
VMware has operating and finance leases primarily related to office facilities and equipment, which have remaining lease terms of one month to 25 years. Lease expense recorded in the consolidated statements of income was $230 million and $206 million during the years ended January 29, 2021 and January 31, 2020, respectively.
90

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The components of lease expense during the periods presented were as follows (table in millions):
Twelve Months Ended
January 29,January 31,
20212020
Operating lease expense$190 $167 
Finance lease expense:
Amortization of ROU assets$6 $4 
Interest on lease liabilities2 1 
 Total finance lease expense$8 $5 
Short-term lease expense$3 $3 
Variable lease expense$29 $31 
 Total lease expense$230 $206 
From time to time, VMware enters into lease arrangements with Dell. Lease expense incurred for arrangements with Dell was not significant during the periods presented.
The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease income was $20 million and $22 million during the years ended January 29, 2021 and January 31, 2020, respectively.
Supplemental cash flow information related to operating and finance leases during the periods presented were as follows (table in millions):
Twelve Months Ended
January 29,January 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$174 $167 
Operating cash flows from finance leases1 2 
Financing cash flows from finance leases4 1 
ROU assets obtained in exchange for lease liabilities:
Operating leases$275 $226 
Finance leases1 63 
91

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Supplemental balance sheet information related to operating and finance leases as of the period presented was as follows (table in millions):
January 29, 2021
Operating LeasesFinance Leases
ROU assets, non-current(1)
$997 $53 
Lease liabilities, current(2)
$109 $5 
Lease liabilities, non-current(3)
891 50 
Total lease liabilities$1,000 $55 
January 31, 2020
Operating LeasesFinance Leases
ROU assets, non-current(1)
$886 $58 
Lease liabilities, current(2)
$109 $4 
Lease liabilities, non-current(3)
746 55 
Total lease liabilities$855 $59 
(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 consolidated balance sheets.
(2) Current lease liabilities are included primarily in accrued expenses and other on the consolidated balance sheets. An immaterial amount is presented in due from related parties, net on the consolidated balance sheets.
(3) Non-current operating lease liabilities are presented as operating lease liabilities on the consolidated balance sheets. Non-current finance lease liabilities are included in other liabilities on the consolidated balance sheets.
Lease term and discount rate related to operating and finance leases as of the period presented were as follows:
January 29,January 31,
20212020
Weighted-average remaining lease term (in years)
Operating leases12.613.3
Finance leases8.39.2
Weighted-average discount rate
Operating leases3.5 %3.8 %
Finance leases2.9 %3.1 %
92

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):
January 29, 2021
Operating LeasesFinance Leases
2022$141 $6 
2023166 7 
2024135 7 
2025105 6 
202688 8 
Thereafter651 27 
Total future minimum lease payments1,286 61 
Less: Imputed interest(286)(6)
Total lease liabilities(1)
$1,000 $55 
(1) Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.
The amount of the future operating lease commitments after fiscal 2026 is primarily for the ground leases on VMware’s Palo Alto, California headquarter facilities, which expire in fiscal 2047. As several of VMware’s operating leases are payable in foreign currencies, the operating lease payments may fluctuate in response to changes in the exchange rate between the U.S. dollar and the foreign currencies in which the commitments are payable.
O. Accrued Expenses and Other
Accrued expenses and other as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Accrued employee related expenses$1,266 $845 
Accrued partner liabilities218 181 
Customer deposits294 247 
Other(1)
604 878 
Total$2,382 $2,151 
(1) Other primarily consists of litigation accrual, leases accrual, income tax payable and indirect tax accrual.
Accrued partner liabilities primarily relate to rebates and marketing development fund accruals for channel partners, system vendors and systems integrators. Accrued partner liabilities also include accruals for professional service arrangements for which VMware intends to leverage channel partners to directly fulfill the obligation to its customers.
As of January 31, 2020, other included $237 million litigation accrual related to Cirba patent and trademark infringement lawsuit and $155 million accrual for amounts owed to dissenting shareholders in connection with the Pivotal acquisition. Refer to Note E and Note B, respectively, for more information.
93

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
P. Income Taxes
The domestic and foreign components of income before income tax for the periods presented were as follows (table in millions):
 For the Year Ended
January 29,January 31,February 1,
 202120202019
Domestic$932 $895 $680 
Foreign1,450 543 1,149 
Total income before income tax$2,382 $1,438 $1,829 
VMware’s income tax provision (benefit) for the periods presented consisted of the following (table in millions):
 For the Year Ended
January 29,January 31,February 1,
 202120202019
Federal:
Current$157 $78 $181 
Deferred(19)(219)(92)
138 (141)89 
State:
Current73 45 31 
Deferred(14)(44)(10)
59 1 21 
Foreign:
Current246 240 137 
Deferred(119)(5,018)(8)
127 (4,778)129 
Total income tax provision (benefit)$324 $(4,918)$239 
Provision for income taxes increased during the year ended January 29, 2021, primarily driven by a decrease in discrete tax benefits related to intra-group transfers of certain of the Company’s intellectual property rights. The increase was also driven by a decrease in excess tax benefits recognized, which were $41 million during the year ended January 29, 2021 compared to $182 million during the year ended January 31, 2020.
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 transaction changed 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%. A discrete tax benefit of $4.9 billion was recognized with 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 an Irish subsidiary and was based on the intellectual property’s current fair value.
94

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
A reconciliation of VMware’s effective tax rate to the statutory federal tax rate for the periods presented is as follows:
For the Year Ended
January 29,January 31,February 1,
202120202019
Statutory federal tax rate21 %21 %21 %
State taxes, net of federal benefit2 % %1 %
Tax rate differential for non-U.S. jurisdictions(8)%(3)%(6)%
U.S. tax credits(10)%(17)%(11)%
Excess tax benefits from stock-based compensation
(1)%(11)%(6)%
Discrete tax benefit due to IP Transfer(1)
(2)%(343)% %
Permanent items12 %9 %14 %
Effective tax rate14 %(344)%13 %
(1) A discrete tax benefit of $59 million was recognized with a deferred tax asset during the year ended January 29, 2021. This deferred tax asset was recognized as a result of intra-group transfer of Pivotal’s IP rights to an Irish subsidiary. A discrete tax benefit of $4.9 billion was recognized with a deferred tax asset during the year ended January 31, 2020. This deferred tax asset was recognized as a result of the book and tax basis difference on the IP transferred to an Irish subsidiary.
Deferred tax assets and liabilities are recognized for future tax consequences resulting from differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to be reversed. Significant deferred tax assets and liabilities as of the periods presented consisted of the following (table in millions):
 January 29,January 31,
20212020
Deferred tax assets:
Accruals and other$238 $169 
Lease liabilities167 152 
Unearned revenue501 390 
Stock-based compensation86 88 
Tax credit and net operating loss carryforwards553 583 
Other assets, net54 51 
Intangible and other non-current assets4,900 4,804 
Gross deferred tax assets6,499 6,237 
Valuation allowance(366)(332)
Total deferred tax assets6,133 5,905 
Deferred tax liabilities:
Deferred commissions(158)(133)
ROU Assets(145)(131)
Property, plant and equipment, net(109)(101)
Total deferred tax liabilities(412)(365)
Net deferred tax assets$5,721 $5,540 
Net deferred tax assets were comprised of deferred tax assets of $5.8 billion and $5.6 billion as of January 29, 2021 and January 31, 2020, respectively, partially offset by deferred tax liabilities of $60 million and $16 million as of January 29, 2021 and January 31, 2020, respectively. Deferred tax liabilities were included in other liabilities on the consolidated balance sheets for the periods presented.
The increase in net deferred tax assets from January 31, 2020 to January 29, 2021 was primarily driven by the increase in unearned revenue, as well as the $59 million deferred tax asset recognized as a result of the intra-group transfer of Pivotal’s intellectual property rights to VMware’s Irish subsidiary. The increase in net deferred tax liabilities from January 31, 2020 to
95

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
January 29, 2021 was primarily driven by the book and tax basis difference on one of VMware’s investments in equity securities that completed its initial public offering during the third quarter of fiscal 2021 of $52 million.
VMware had federal, state and foreign net operating loss carryforwards of $655 million, $714 million and $191 million, as of January 29, 2021, respectively. VMware had federal, state and foreign net operating loss carryforwards of $971 million, $940 million and $199 million as of January 31, 2020, respectively. The federal and state net operating loss carryforwards will start to expire in fiscal 2024 and fiscal 2022, respectively, if not utilized. These net operating losses have various carryforward periods, including certain portions that can be carried forward indefinitely. The majority of the Company’s foreign net operating loss carryforwards can be carried forward indefinitely.
VMware had federal research and development (“R&D”) tax credit carryforwards of $46 million and $34 million as of January 29, 2021 and January 31, 2020, respectively. The federal R&D tax credit will start to expire in fiscal 2026, if not utilized. VMware also had California and other state R&D credit carryforwards for income tax purposes of $323 million and $287 million as of January 29, 2021 and January 31, 2020, respectively. The California R&D tax credit carryforwards can be carried forward indefinitely and the other state R&D tax credit carryforwards will start to expire in fiscal 2022, if not utilized. In addition, the amount of foreign tax credit carryforwards held as of January 29, 2021 and January 31, 2020 was not significant. VMware also had non-U.S. capital loss carryforwards of approximately $22 million for both periods as of January 29, 2021 and January 31, 2020, which can be carried forward indefinitely.
VMware determined that the realization of deferred tax assets relating to portions of the state net operating loss carryforwards, state R&D tax credits and foreign capital loss carryforwards did not meet the more-likely-than-not threshold. Accordingly, a valuation allowance of $366 million and $332 million was recorded as of January 29, 2021 and January 31, 2020, respectively. If, in the future, new evidence supports the realization of the deferred tax assets related to these items, the valuation allowance will be reversed and a tax benefit will be recorded accordingly.
VMware believes it is more-likely-than-not that the net deferred tax assets as of January 29, 2021 and January 31, 2020, will be realized in the foreseeable future as VMware believes that it will generate sufficient taxable income in future years. VMware's ability to generate sufficient taxable income in future years in appropriate tax jurisdictions will determine the amount of net deferred tax asset balances to be realized in future periods. During the year ended January 29, 2021, the total change in the valuation allowance was $34 million, which was primarily due to California R&D credits generated in the current year, partially offset by the California R&D credits usage.
For the periods presented, VMware’s rate of taxation in non-U.S. jurisdictions was lower than the U.S. tax rate. VMware’s non-U.S. earnings are primarily earned by its subsidiary organized in Ireland, where the statutory rate is 12.5%. Prior to the year ended February 2, 2018, the Company did not recognize a deferred tax liability related to undistributed foreign earnings of its subsidiaries because such earnings were considered to be indefinitely reinvested in its foreign operations, or were remitted substantially free of U.S. tax. Under the 2017 Tax Act, all foreign earnings are subject to U.S. taxation. As a result, the Company repatriated, and expects to continue to repatriate, a substantial portion of its foreign earnings over time, to the extent that the foreign earnings are not restricted by local laws or result in significant incremental costs associated with repatriating the foreign earnings. As of January 29, 2021, the amount of deferred tax liability related to the potential repatriation of foreign earnings was not material. Further developments in non-U.S. tax jurisdictions and unfavorable changes in non-U.S. tax laws and regulations, such as foreign tax laws enacted in response to the 2017 Tax Act, could result in adverse changes to global taxation and materially affect VMware’s financial position, results of operations, or annual effective tax rate.
Tax Sharing Agreement with Dell
On December 30, 2019, VMware entered into an amended 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 limit VMware’s maximum annual tax liability to Dell to the amount VMware would owe on a separate tax return basis.
Although VMware’s results are included in the Dell consolidated return for U.S. federal income tax purposes, VMware’s income tax provision is calculated primarily as though VMware were a separate taxpayer. However, under certain circumstances, transactions between VMware and Dell are assessed using consolidated tax return rules.
96

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
VMware has made payments to Dell pursuant to the tax sharing agreement. The following table summarizes the payments made during the periods presented (table in millions):
For the Year Ended
January 29,January 31,February 1,
202120202019
Payments from VMware to Dell, net$307 $159 $243 
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 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 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 was recorded as a decrease in additional paid-in capital of $46 million during the year ended January 29, 2021. 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 was recorded as an increase in additional paid-in capital of $85 million during the year ended January 31, 2020, 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 year ended February 1, 2019 was not significant.
As a result of the activity under the tax sharing agreement with Dell, amounts due to Dell was $451 million and $529 million as of January 29, 2021 and January 31, 2020, respectively, primarily related to VMware’s estimated tax obligation resulting from the Transition Tax. The 2017 Tax Act included a deferral election for an eight-year installment payment method on 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
During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal. Pivotal will continue 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 IPO in April 2018. Pivotal continues to be included on Dell’s unitary state tax returns. Pursuant to a tax sharing agreement, Pivotal historically received payments from Dell for tax benefits that Dell realized due to Pivotal’s inclusion on such returns. Payments received from Dell were recognized as a component of additional paid-in capital. During the years ended January 31, 2020 and February 1, 2019, $25 million and $15 million, respectively, was recognized in additional paid-in capital related to Pivotal’s tax sharing agreement with Dell.
In April 2019, Pivotal and Dell amended their tax sharing agreement with regard to the treatment of certain 2017 Tax Act implications not explicitly covered by the original terms of the tax sharing agreement. The amendment resulted in a one-time payment of $27 million by Dell to Pivotal in August 2019.
During the year ended February 1, 2019, payment received from Dell pursuant to the tax sharing agreement was $44 million.
97

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties associated with unrecognized tax benefits, for the periods presented is as follows (table in millions):
For the Year Ended
 January 29,January 31,February 1,
 202120202019
Balance, beginning of the year$479 $385 $305 
Tax positions related to current year:
Additions65 116 57 
Tax positions related to prior years:
Additions12 98 44 
Reductions(25)(7)(1)
Settlements(14)(28)(4)
Reductions resulting from a lapse of the statute of limitations(14)(83)(8)
Foreign currency effects5 (2)(8)
Balance, end of the year$508 $479 $385 
Of the net unrecognized tax benefits, including interest and penalties, $352 million and $323 million were included in income tax payable on the consolidated balance sheets as of January 29, 2021 and January 31, 2020, respectively. Approximately $341 million and $313 million, respectively, would, if recognized, benefit VMware's annual effective income tax rate. VMware includes interest expense and penalties related to income tax matters in the income tax provision. VMware had accrued $48 million of interest and penalties associated with unrecognized tax benefits for both periods as of January 29, 2021 and January 31, 2020. Interest and penalties associated with uncertain tax positions included in income tax expense (benefit) were not significant during the years ended January 29, 2021 and January 31, 2020 and were $15 million during the year ended February 1, 2019.
The Dell-owned EMC consolidated group is routinely under audit by the IRS. All U.S. federal income tax matters have been concluded for years through fiscal 2016 while VMware was part of the Dell-owned EMC consolidated group. The IRS has started its examination of fiscal years 2015 through 2019 for the Dell consolidated group, which VMware was part of beginning fiscal 2017. In addition, VMware is under corporate income tax audits in various states and non-U.S. jurisdictions. Consistent with the Company’s historical practices under the tax sharing agreement with EMC, when VMware becomes subject to federal tax audits as a member of Dell’s consolidated group, the tax sharing agreement provides that Dell has authority to control the audit and represent Dell’s and VMware’s interests to the IRS.
Open tax years subject to examinations for larger non-U.S. jurisdictions vary beginning in 2008. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. When considering the outcomes and the timing of tax examinations, the expiration of statutes of limitations for specific jurisdictions, or the timing and result of ruling requests from taxing authorities, it is reasonably possible that total unrecognized tax benefits could be potentially reduced by approximately $14 million within the next 12 months.
Q. 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
98

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 29, 2021, 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 29, 2021, 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 12.1 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 29, 2021, there was an aggregate of 17.9 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 may 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.
99

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes stock repurchase authorizations approved by VMware’s board of directors, which were open or completed during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 (amounts in table in millions):
Announcement DateAmount AuthorizedExpiration DateStatus
July 15, 2020$1,000January 28, 2022Open
May 29, 20191,500
January 28, 2022(1)
Open
August 14, 20171,000August 31, 2019Completed in fiscal 2020
(1) During July 2020, VMware’s board of directors extended authorization of the existing stock repurchase program through January 28, 2022.
In the aggregate, $1.1 billion remained available for repurchase as of January 29, 2021.
The following table summarizes stock repurchase activity during the periods presented (aggregate purchase price in millions, shares in thousands):
For the Year Ended
January 29,January 31,February 1,
202120202019
Aggregate purchase price(1)
$945 $1,334 $42 
Class A common stock repurchased6,944 7,664 286 
Weighted-average price per share$136.13 $174.02 $148.07 
(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 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 granted to certain VMware executives and employees. PSU awards have 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.
100

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes restricted stock activity since February 2, 2018 (units in thousands):
VMware RSUsPivotal RSUs
Number of UnitsWeighted-Average Grant Date Fair Value
(per unit)
Number of UnitsWeighted-Average Grant Date Fair Value
(per unit)
Outstanding, February 2, 201817,360 $78.62  $ 
Granted6,663 146.61 9,854 15.78 
Special Dividend adjustment3,236 n/an/an/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, 202017,474 128.38   
Granted11,201 149.63 n/an/a
Vested(8,296)114.59 n/an/a
Forfeited(2,588)137.55 n/an/a
Outstanding, January 29, 202117,790 147.46 n/an/a
(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 29, 2021, the 17.8 million units outstanding included 17.2 million of RSUs and 0.6 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 29, 2021 was as follows (units in thousands, aggregate intrinsic value in millions):
Number of UnitsWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value(1)
Expected to vest15,214 2.64$2,097 
(1) The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, which would have been received by the RSU holders had the RSUs been issued as of January 29, 2021.
The aggregate vesting date fair value of VMware’s restricted stock that vested during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, was $1.1 billion, $1.4 billion and $1.1 billion respectively. As of January 29, 2021, restricted stock representing 17.8 million shares of VMware’s Class A common stock were outstanding, with an aggregate intrinsic value of $2.5 billion based on VMware’s closing stock price as of January 29, 2021.
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 year ended February 1, 2019.
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 29, 2021, the number of authorized
101

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
shares under the ESPP was 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 participant is granted a new twelve-month option. As of January 29, 2021, 12.3 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 29,January 31,February 1,
 202120202019
Cash proceeds$207 $172 $161 
Class A common stock purchased2,025 1,489 1,895 
Weighted-average price per share$102.44 $115.51 $84.95 
As of January 29, 2021, $107 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 28, 2021.
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 2, 2018 (shares in thousands):
VMware Stock OptionsPivotal Stock Options
Number of SharesWeighted-Average Exercise Price
(per share)
Number of SharesWeighted-Average Exercise Price
(per share)
Outstanding, February 2, 20181,647 $54.63 54,388 $7.82 
Granted574 16.07 2,832 14.03 
Special Dividend adjustment348 n/an/an/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, 20202,615 56.58   
Granted31 43.20 n/an/a
Forfeited(156)70.75 n/an/a
Exercised(1,247)52.34 n/an/a
Outstanding, January 29, 20211,243 58.68 n/an/a
(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.
102

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(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 29, 2021 had an aggregate intrinsic value of $98 million based on VMware’s closing stock price as of January 29, 2021.
Options outstanding that are exercisable and that have vested and are expected to vest as of January 29, 2021 were as follows (outstanding options in thousands, aggregate intrinsic value in in millions):
VMware Stock Options
Outstanding OptionsWeighted- Average Exercise PriceWeighted- Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value(1)
Exercisable769 $54.72 5.12$64 
Vested and expected to vest1,228 58.26 5.8998 

(1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, 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 29, 2021, January 31, 2020 and February 1, 2019 was $92 million, $64 million and $35 million, respectively. Total fair value of Pivotal stock options that vested during the years ended January 31, 2020 and February 1, 2019 was $27 million and $41 million, respectively.
The VMware stock options exercised during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 had a pre-tax intrinsic value of $111 million, $103 million and $56 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. 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 29, 2021, January 31, 2020 and February 1, 2019, VMware repurchased 3.0 million, 3.0 million and 2.6 million, respectively, of Class A common stock, for $413 million, $521 million and $373 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 benefit on the consolidated statements of income. Net excess tax benefits recognized during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 were $41 million, $182 million and $116 million, respectively.
103

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 29,January 31,February 1,
202120202019
Cost of license revenue$1 $1 $1 
Cost of subscription and SaaS revenue19 13 7 
Cost of services revenue99 83 58 
Research and development524 459 391 
Sales and marketing322 293 226 
General and administrative157 168 117 
Stock-based compensation1,122 1,017 800 
Income tax benefit(231)(347)(253)
Total stock-based compensation, net of tax$891 $670 $547 
As of January 29, 2021, the total unrecognized compensation cost for stock options and restricted stock was $1.9 billion and will be recognized through fiscal 2025 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 29,January 31,February 1,
VMware Stock Options202120202019
Dividend yieldNoneNoneNone
Expected volatility38.8 %34.0 %31.9 %
Risk-free interest rate0.4 %1.5 %2.9 %
Expected term (in years)2.62.73.2
Weighted-average fair value at grant date$102.55 $98.00 $143.01 
Pivotal Stock Options
Dividend yieldn/an/aNone
Expected volatilityn/an/a33.4 %
Risk-free interest raten/an/a2.8 %
Expected term (in years)n/an/a6.08
Weighted-average fair value at grant daten/an/a$5.23 
VMware Employee Stock Purchase Plan
Dividend yieldNoneNoneNone
Expected volatility36.1 %27.4 %33.5 %
Risk-free interest rate1.0 %1.7 %2.0 %
Expected term (in years)0.70.60.8
Weighted-average fair value at grant date$33.60 $35.66 $34.72 
104

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
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 volatility 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
Forward Contracts
Foreign Currency Translation AdjustmentsTotal
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 (losses), net of tax provision (benefit) of $, $ and $
(1) (1)
Other comprehensive income (loss), net(1) (1)
Balance, January 29, 2021$(1)$(4)$(5)
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 the 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.
R. Segment Information
VMware operates in one reportable operating segment; thus, all required financial segment information is included in the 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 order to allocate resources and assess performance. VMware’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.
105

VMware, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Revenue by type during the periods presented was as follows (table in millions):
For the Year Ended
January 29,January 31,February 1,
 202120202019
Revenue:
License$3,033 $3,181 $3,042 
Subscription and SaaS2,587 1,877 1,303 
Total license and subscription and SaaS5,620 5,058 4,345 
Services:
Software maintenance5,105 4,754 4,351 
Professional services1,042 999 917 
Total services6,147 5,753 5,268 
Total revenue$11,767 $10,811 $9,613 
Revenue by geographic area during the periods presented was as follows (table in millions):
For the Year Ended
January 29,January 31,February 1,
 202120202019
United States$5,878 $5,405 $4,696 
International5,889 5,406 4,917 
Total$11,767 $10,811 $9,613 
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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019.
Long-lived assets by geographic area, which primarily include property and equipment, net, as of the periods presented were as follows (table in millions):
January 29,January 31,
20212020
United States$864 $860 
International241 209 
Total$1,105 $1,069 
As of January 29, 2021, the U.S. and India accounted for 80% and 10% of these assets, respectively. No individual country other than the U.S. accounted for 10% or more of these assets as of January 31, 2020.
VMware’s product and service solutions are helping customers in the following areas:
Multi-Cloud
Virtual Cloud Network
Digital Workspace
Application Modernization
Intrinsic Security
VMware develops and markets product and service offerings within each of these areas. Additionally, synergies are leveraged across these areas. VMware’s products and services from each area may also be bundled as part of an enterprise agreement arrangement or packaged together and sold as a solution. Accordingly, it is not practicable to determine revenue by each of the areas described above.
106

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation required by the Securities Exchange Act of 1934, amended (the “Exchange Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Management has assessed the effectiveness of our internal control over financial reporting as of January 29, 2021 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of January 29, 2021, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The effectiveness of our internal control over financial reporting as of January 29, 2021 has been audited by PricewaterhouseCoopers, LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the most recent fiscal quarter ended January 29, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above. Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
ITEM 9B.    OTHER INFORMATION
None.
107

PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We will furnish to the Securities and Exchange Commission a definitive Proxy Statement no later than 120 days after the close of the fiscal year ended January 29, 2021. The information required by this item is incorporated herein by reference to the Proxy Statement. Also see “Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K.
We have a code of ethics that applies to all of our employees, including our executive officers. Our Business Conduct Guidelines (available on our website) satisfy the requirements set forth in Item 406 of Regulation S-K and apply to all relevant persons set forth therein. We intend to disclose on our website at www.vmware.com amendments to, and, if applicable, waivers of, our code of ethics.
ITEM 11.EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the section of our Proxy Statement entitled “Compensation of Executive Officers.”
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to the section of our Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to the section of our Proxy Statement entitled “Our Board of Directors and Nominees” and “Transactions with Related Persons.”
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated herein by reference to the section of our Proxy Statement entitled “Ratification of Selection of Independent Auditor.”
108

PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this Annual Report on Form 10-K:
1.Financial Statements: The information relating to our financial statements, and Report of Independent Registered Public Accounting Firm required by this Item is filed as part of this Annual Report on Form 10-K in Item 8, entitled “Financial Statements and Supplementary Data.”
2.Financial Statement Schedule: Schedule II Valuation and Qualifying Accounts is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements and Notes thereto.
3.Exhibits: The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
  Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
ExhibitFiling Date
3.1 10-Q001-336223.16/9/17
3.2 8-K001-336223.12/23/17
4.1 S-1/A-4333-1423684.17/27/07
4.2 8-K001-336224.18/21/17
4.3 8-K001-336224.28/21/17
4.4 8-K001-336224.38/21/17
4.5 8-K001-336224.48/21/17
4.6 8-K001-336224.24/7/20
4.7 8-K001-336224.34/7/20
4.8 8-K001-336224.44/7/20
4.9*
10.1 10-K001-3362210.13/29/18
10.2 10-K001-3362210.23/29/19
10.3 8-K001-3362210.112/30/19
10.4 S-1/A-1333-14236810.46/11/07
10.5 10-Q001-3362210.511/9/15
10.6*+
10.7+10-Q001-3362210.76/9/17
109

  Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
ExhibitFiling Date
10.8 10-K001-3362210.83/29/18
10.9+10-Q001-3362210.98/5/15
10.10+10-Q001-3362210.109/9/19
10.11*+
10.12+10-Q001-3362210.126/11/18
10.13 10-Q001-3362210.258/3/11
10.14 10-Q001-3362210.268/3/11
10.15*+
10.16+10-K001-3362210.262/25/14
10.17+10-K001-3362210.183/26/20
10.18 10-Q001-3362210.305/1/14
10.19 10-Q001-3362210.345/1/14
10.20+10-Q001-3362210.2212/10/18
10.21 8-K001-3362210.17/2/18
10.22+8-K001-3362299.19/18/18
10.23 8-K001-3362210.111/15/18
10.24 10-Q001-3362210.326/10/19
21*
23*
24 
31.1*
31.2*
32.1ǂ
110

  Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
ExhibitFiling Date
32.2ǂ
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101)
+ Indicates management contract or compensatory plan or arrangement
* Filed herewith
ǂ Furnished herewith
ITEM 16.FORM 10-K SUMMARY
Not applicable.
111

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 VMWARE, INC.
Dated:March 26, 2021By:/s/ Zane Rowe
Zane Rowe
Chief Financial Officer, Interim Chief Executive Officer and Executive Vice President
Dated:March 26, 2021By:/s/ J. Andrew Munk
J. Andrew Munk
Chief Accounting Officer
(Principal Accounting Officer)
112

POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Amy Olli and Zane Rowe, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant in the capacities indicated and on the dates indicated.
DateSignatureTitle
March 26, 2021/s/ Zane Rowe
Chief Financial Officer, Interim Chief Executive Officer and Executive Vice President
(Principal Financial Officer and Principal Executive Officer)
Zane Rowe
March 26, 2021/s/ Michael DellChairman
Michael Dell
March 26, 2021/s/ Anthony BatesDirector
Anthony Bates
March 26, 2021/s/ Marianne BrownDirector
Marianne Brown
March 26, 2021/s/ Michael BrownDirector
Michael Brown
March 26, 2021/s/ Donald CartyDirector
Donald Carty
March 26, 2021/s/ Kenneth DenmanDirector
Kenneth Denman
March 26, 2021/s/ Egon DurbanDirector
Egon Durban
March 26, 2021/s/ Karen DykstraDirector
Karen Dykstra
March 26, 2021/s/ Patrick GelsingerDirector
Patrick Gelsinger
March 26, 2021/s/ Paul SaganDirector
Paul Sagan

113

VMWARE, INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Tax Valuation AllowanceBalance at Beginning of PeriodTax Valuation Allowance Charged to Income Tax ProvisionTax Valuation Allowance Credited to Other AccountsTax Valuation Allowance Credited to Income Tax ProvisionBalance at End of Period
Year ended January 29, 2021 income tax valuation allowance$332 $58 $(1)$(23)$366 
Year ended January 31, 2020 income tax valuation allowance283 89  (40)332 
Year ended February 1, 2019 income tax valuation allowance310 65 (32)(60)283 

114
EX-4.9 2 vmw-1292021x10kex49.htm DESCRIPTION OF VMWARE INC.'S SECURITIES Document
Exhibit 4.9
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following is a brief description of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) of VMware, Inc. (the “Company”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934.
Description of Class A Common Stock
General
The following description does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and the Delaware General Corporation Law (the “DGCL”). Copies of our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”) have been filed with the Securities and Exchange Commission (the “SEC”) as exhibits to our Annual Report on Form 10-K.
Authorized Capital Stock
As of January 29, 2021, the authorized capital stock of the Company consists of 2,500,000,000 shares of Class A Common Stock, 1,000,000,000 shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock,” and collectively with Class A Common Stock, the “Common Stock”) and 100,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, the election of directors, certain actions that require the consent of holders of Class B Stock and other protective provisions.
Class A Common Stock
Fully Paid and Nonassessable
All of our outstanding shares of Class A Common Stock are validly issued, fully paid and nonassessable.
Voting rights
The holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to 10 votes per share. The holders of Class B Stock, voting separately as a class, are entitled to elect 80% of the total number of the directors on the Company’s Board of Directors (the “Board”) which the Company would have if there were no vacancies on the Board at the time. Subject to any rights of any series of Preferred Stock to elect directors, the holders of Class A Common Stock and the holders of Class B Common Stock, voting together as a single class, are entitled to elect the remaining directors on the Board, which
1


Exhibit 4.9
at no time will be less than one director. The Company’s Bylaws provide that, except as otherwise provided by law, the Certificate of Incorporation, any Certificate of Designations or the Bylaws, when a quorum is present, the affirmative votes of the holders of shares representing at least a majority of votes actually present in person or represented by proxy at the meeting and entitled to vote on a matter constitutes the act of the stockholders. No stockholder is entitled to any right to cumulative voting.
Dividend rights
The Board may from time to time declare, and the Company may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation. Any future determination to declare cash dividends will be made at the discretion of the Board, subject to the consent of the holders of Class B Common Stock pursuant to the Certificate of Incorporation. Holders of Class A Common Stock and Class B Common Stock share equally on a per share basis in any dividend declared on the Common Stock by the Board. No dividend or distribution that is payable in shares of Common Stock, including distributions pursuant to stock splits or divisions of Common Stock, may be made unless: (a) shares of Class A Common Stock are paid or distributed only in respect of Class A Common Stock, (b) shares of Class B Common Stock are paid or distributed only in respect of Class B Common Stock, (c) no such dividend or distribution is made in respect of the Class A Common Stock unless simultaneously also made in respect of the Class B Common Stock, (d) no such dividend or distribution is made in respect of the Class B Common Stock unless simultaneously also made in respect of the Class A Common Stock and (e) the number of shares of Class A Common Stock paid or distributed in respect of each outstanding share of Class A Common Stock is equal to the number of shares of Class B Common Stock paid or distributed in respect of each outstanding share of Class B Common Stock.
Rights Upon Dissolution, Liquidation or Winding Up
In the event of any dissolution, liquidation or winding up of the affairs of the Company, whether voluntary or involuntary, after payment in full of the amounts required to be paid to the holders of Preferred Stock pursuant to the provisions of a Certificate of Designations, the remaining assets and funds of the Company shall be distributed pro rata to the holders of Common Stock, and the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive the same amount per share in respect thereof. For these purposes, the voluntary sale, conveyance, lease, license, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets of the Company or a consolidation or merger of the Company with one or more other entities (whether or not the Company is the entity surviving such consolidation or merger) shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.
No Preemptive or Similar Rights
The holders of shares of Class A Common Stock have no preemptive or similar rights.
Conversion
2


Exhibit 4.9
The shares of Class A Common Stock are not convertible into any other series or class of securities. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time.
Listing
The Class A Common Stock is listed on the New York Stock Exchange under the symbol “VMW.”
Limitation on Rights of Holdings of Class A Common Stock - Preferred Stock
The Board has the authority, without further action by the Company’s stockholders, to issue up to 100,000,000 shares of Preferred Stock in one or more series. The Board may designate the rights, preferences, privileges and restrictions of the Preferred Stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and number of shares constituting any series or the designation of any series. The issuance of Preferred Stock could have the effect of restricting dividends on the Common Stock, diluting the voting power of the Common Stock, impairing the liquidation rights of the Common Stock, or delaying or preventing a change in control. The ability of the Board to issue Preferred Stock without stockholder approval could have the effect of delaying, deferring or preventing a change in control of the Company or the removal of the Company’s existing management. No shares of Preferred Stock are outstanding as of January 29, 2021.
Anti-Takeover Effects of Provisions of the Certificate of Incorporation, Bylaws and Delaware Law
As the Company’s controlling stockholder, Dell Technologies, Inc. (“Dell”) has the ability to prevent a change in control of the Company. Provisions in the Certificate of Incorporation and the Bylaws may also have the effect of delaying or preventing a change in control or changes in the Company’s management. These provisions include the following:
the division of the Board into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at any annual meeting;
the right of the Board to elect a director to fill a vacancy created by an expansion of the Board;
following a distribution by Dell to its stockholders under Section 355 of the Internal Revenue Code of 1986, the restriction that a beneficial owner of 10% or more of the Class B Common Stock may not vote in any election of directors unless such person or group also owns at least an equivalent percentage of Class A Common Stock or obtains approval of the Board prior to acquiring beneficial ownership of at least 5% of Class B Common Stock;
3


Exhibit 4.9
the prohibition of cumulative voting in the election of directors or any other matters, which would otherwise allow less than a majority of stockholders to elect director candidates;
the requirement for advance notice for nominations for election to the Board or for proposing matters that can be acted upon at a stockholders’ meeting;
the ability of the Board to issue, without stockholder approval, up to 100,000,000 shares of Preferred Stock with terms set by the Board, which rights could be senior to those of Common Stock, as described above; and

in the event that Dell or its successor-in-interest no longer owns shares of Common Stock representing at least a majority of the votes entitled to be cast in the election of directors, stockholders may not act by written consent and may not call special meetings of the stockholders.
The Company is a Delaware corporation and has elected to be subject to the provisions of subject to the provisions of Section 203 of the DGCL. Under Section 203, the Company would generally be prohibited from engaging in any business combination with any interested stockholder for a period of three years following the time that this stockholder became an interested stockholder unless:
prior to this time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the Company outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers, and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2⁄3% of the outstanding voting stock that is not owned by the interested stockholder.
Under Section 203, a “business combination” includes:
any merger or consolidation involving the Company and the interested stockholder;
any sale, transfer, pledge or other disposition of 10% or more of the assets of the Company involving the interested stockholder;
any transaction that results in the issuance or transfer by the Company of any stock of the Company to the interested stockholder, subject to limited exceptions;
4


Exhibit 4.9
any transaction involving the Company that has the effect of increasing the proportionate share of the stock of any class or series of the Company beneficially owned by the interested stockholder; or
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the Company.
In general, Section 203 defines an interested stockholder as a person who, together with affiliates and associates, owns (or within three years, did own) beneficially 5% or more of the outstanding voting stock of the Company. Section 203 could prohibit or delay mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire the Company.

In addition, Article VI of our Amended and Restated Certificate of Incorporation prescribes that the affirmative vote or written consent of the holders of a majority of the outstanding shares of the Class B common stock will be required to:
adopt or implement any stockholder rights plan or similar takeover defense measure;

consolidate or merge with or into any Person (as defined in the Amended and Restated Certificate of Incorporation);

permit any subsidiary of the Company to consolidate or merge with or into any Person, except as set forth in the Amended and Restated Certificate of Incorporation;

issue any stock or any stock equivalents, except as set forth in the Amended and Restated Certificate of Incorporation;

dissolve, liquidate or wind up the Company; and

undertake certain other actions.
5

EX-10.6 3 vmw-1292021x10kex106.htm 2007 EQUITY AND INCENTIVE PLAN, AS AMENDED DECEMBER 10, 2020 Document
Exhibit 10.6
Amended and Restated December 10, 2020
VMWARE, INC.
AMENDED AND RESTATED 2007 EQUITY AND INCENTIVE PLAN

1.PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
The purpose of the VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan is to attract, motivate and retain employees and independent contractors of the Company and any Subsidiary and Affiliate and non-employee directors of the Company, any Subsidiary or any Affiliate. The Plan is also designed to encourage stock ownership by such persons, thereby aligning their interest with those of the Company’s shareholders. Pursuant to the provisions hereof, there may be granted Options (including “incentive stock options” and “non-qualified stock options”), and Other Stock-Based Awards, including but not limited to Restricted Stock, Restricted Stock Units, Stock Appreciation Rights (payable in shares) and Other Cash-Based Awards.

2.DEFINITIONS. For purposes of the Plan, the following terms are defined as set forth below:
(a)“Adoption Date” means June 5, 2017, the date approved by the Board as the adoption date of the Plan, including the extension of its term as set forth in Section 7(f) below.
(b)“Affiliate” means an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
(c)“Award” means individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights or Other Stock-Based Awards or Other Cash-Based Awards.
(d)“Award Terms” means any written agreement, contract, notice or other instrument or document evidencing an Award.
(e)“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 of the Exchange Act.
(f)“Board” means the Board of Directors of the Company.
(g)“Cause,” unless otherwise defined in the Award Terms for a particular Award or in any employment or other agreement between the Grantee and the Company, any Subsidiary or any Affiliate, means:
(i) willful neglect, failure or refusal by the Grantee to perform his or her employment duties (except resulting from the Grantee’s incapacity due to illness) as reasonably directed by his or her employer;
(ii) willful misconduct by the Grantee in the performance of his or her employment duties;
(iii) the Grantee’s indictment for a felony (other than traffic related offense) or a misdemeanor involving moral turpitude; or
(iv) the Grantee’s commission of an act involving personal dishonesty that results in financial, reputational, or other harm to the Company, any Affiliate or any Subsidiary, including, but not limited to, an act constituting misappropriation or embezzlement of property.
(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time.
1


Exhibit 10.6
Amended and Restated December 10, 2020
(i)“Committee” means the Compensation and Corporate Governance Committee of the Board or such other Board committee delegated authority by the Board to administer and oversee this Plan. Unless other determined by the Board, the Committee will be comprised solely of directors who (a) are “non-employee directors” under Rule 16b-3 of the Exchange Act, and (b) otherwise meet the definition of “independent directors” pursuant to the applicable requirements of any national stock exchange upon which the Stock is listed. Any director appointed to the Committee who does not meet the foregoing requirements should recuse himself or herself from all determinations pertaining to Rule 16b-3 of the Exchange Act.
(j)“Company” means VMware, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.
(k)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and as now or hereafter construed, interpreted and applied by regulations, rulings and cases.
(l)“Fair Market Value” means the closing sales price per share of Stock on the principal securities exchange on which the Stock is traded (i) on the date of grant or (ii) on such other date on which the fair market value of Stock is required to be calculated pursuant to the terms of an Award, provided that if there is no such sale on the relevant date, then on the last previous day on which a sale was reported; if the Stock is not listed for trading on a national securities exchange, the fair market value of Stock will be determined in good faith by the Committee.
(m)“Grantee” means a person who, as an employee, independent contractor or non-employee director of the Company, a Subsidiary or an Affiliate, has been granted an Award under the Plan.
(n) “ISO” means any Option designated as and intended to be and which qualifies as an incentive stock option within the meaning of Section 422 of the Code.
(o)“NQSO” means any Option that is designated as a nonqualified stock option or which does not qualify as an ISO.
(p)“Option” means a right, granted to a Grantee under Section 6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO.
(q)“Other Cash-Based Award” means a cash-based Award granted to a Grantee under Section 6(b)(iv) hereof, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.
(r)“Other Stock-Based Award” means an Award granted to a Grantee pursuant to Section 6(b)(iv) hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, each of which may be subject to the attainment of Performance Goals or a period of continued employment or other terms and conditions as permitted under the Plan.
(s)“Parent” means Dell Technologies Inc., a Delaware corporation.
(t)“Performance Goals” means an objective formula or standard determined by the Committee with respect to each performance period which may utilize one or more of the following factors and any objectively verifiable adjustment(s) thereto: (i) (A) earnings including operating income, (B) earnings before or after (1) taxes, (2) interest, (3) depreciation, (4) amortization, or (5) special items or book value per share (which may exclude nonrecurring items), or (C) growth in earnings before interest, tax, depreciation or amortization; (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, return on invested capital or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow from operations, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi)
2


Exhibit 10.6
Amended and Restated December 10, 2020
implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions, savings, productivity or efficiencies; (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, goals relating to acquisitions, divestitures, joint ventures or similar transactions, research or development collaborations or budget comparisons; (xviii) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions and the development of long term business goals; and (xix) any combination of, subset or component of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary or Affiliate, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Objectively verifiable adjustment(s) to Performance Goals can include but are not limited to adjustment(s) to reflect: (1) the impact of specific corporate transactions; (2) accounting or tax law changes; (3) asset write-downs; (4) significant litigation or claim adjustment; (5) foreign exchange gains and losses; (6) disposal of a segment of a business; (7) discontinued operations; (8) refinancing or repurchase of bank loans or debt securities; or (9) unbudgeted capital expenditures. Each of the foregoing Performance Goals will be subject to certification by the Committee.
(u) “Plan” means this Amended and Restated VMware, Inc. 2007 Equity and Incentive Plan, as amended from time to time.
(v)“Restricted Stock” means an Award of shares of Stock to a Grantee under Section 6(b)(ii) that is subject to certain restrictions and to a risk of forfeiture.
(w)“Restricted Stock Unit” means a right granted to a Grantee under Section 6(b)(iii) of the Plan to receive shares of Stock subject to certain restrictions and to a risk of forfeiture.
(x)“Rule 16b-3” means Rule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, including any successor to such Rule.
(y)“Stock” means shares of Class A common stock, par value $0.01 per share, of the Company.
(z)“Stock Appreciation Right” means an Award that entitles a Grantee upon exercise to the excess of the Fair Market Value of the Stock underlying the Award over the base price established in respect of such Stock.
(aa)“Subsidiary” means any entity in an unbroken chain of entities beginning with the Company if, at the time of granting of an Award, each of the entities (other than the last entity in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other entities in the chain.
3.ADMINISTRATION.
(a)The Plan will be administered by the Committee or, at the discretion of the Board, the Board. In the event the Board is the administrator of the Plan, references herein to the Committee will be deemed to include the Board. The Board may from time to time appoint a member or members of the Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Committee however caused. Subject to applicable law, the Board or the Committee may delegate to a sub-committee or
3


Exhibit 10.6
Amended and Restated December 10, 2020
individual the ability to grant Awards to employees who are not subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company at the time any such delegated authority is exercised.
(b)The decision of the Committee as to all questions of interpretation and application of the Plan will be final, binding and conclusive on all persons. The Committee has the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the power and authority either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including without limitation, the authority to grant Awards; determine the persons to whom and the time or times at which Awards will be granted; determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and Performance Goals relating to any Award; determine whether, to what extent, and under what circumstances an Award may be settled, canceled, forfeited, accelerated, exchanged, or surrendered (including upon a “change in control” or similar transaction); to make adjustments in the terms and conditions (including Performance Goals) applicable to Awards; construe and interpret the Plan and any Award; prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Award Terms (which need not be identical for each Grantee); and make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Terms granted hereunder in the manner and to the extent it deems expedient to carry the Plan into effect and will be the sole and final judge of such expediency. No Committee member will be liable for any action or determination made with respect to the Plan or any Award.
4.ELIGIBILITY.
(a)Awards may be granted to officers, employees, independent contractors and non-employee directors of the Company or of any of the Subsidiaries and Affiliates; provided, that (i) ISOs may be granted only to employees (including officers and directors who are also employees) of the Company or any of its “related corporations” (as defined in the applicable regulations promulgated under the Code) and (ii) Awards may be granted only to eligible persons who are not employed by the Company or a Subsidiary if such persons perform substantial services for the Company or a Subsidiary.
(b)No ISO may be granted to any employee of the Company or any of its Subsidiaries if such employee owns, immediately prior to the grant of the ISO, stock representing more than 10% of the voting power or more than 10% of the value of all classes of stock of the Company or Parent or a Subsidiary, unless the purchase price for the stock under such ISO is at least 110% of its Fair Market Value at the time such ISO is granted and the ISO, by its terms, will not be exercisable more than five years from the date it is granted. In determining the stock ownership under this paragraph, the provisions of Section 424(d) of the Code will control.
(c)No Award, except for Restricted Stock, may be granted to any employee or independent contractor who is subject to Section 409A of the Code if such person is an employee or independent contractor of an Affiliate that is not a Subsidiary, unless such Award conforms to the requirements of Section 409A.
5.STOCK SUBJECT TO THE PLAN.
(a)The maximum number of shares of Stock reserved for the grant or settlement of Awards under the Plan (the “Share Limit”) is 145,167,881, subject to adjustment as provided herein, not including shares of stock added to the Share Limit pursuant to Section 5(c).
(b)Shares issued pursuant to Awards under the Plan may, in whole or in part, be authorized but unissued shares or shares that have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any shares subject to an Award (other than Awards substituted or assumed pursuant to Section 5(c) herein) are forfeited, canceled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of stock with respect to such Award will, to the extent of
4


Exhibit 10.6
Amended and Restated December 10, 2020
any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan.
(c)The Company may substitute or assume equity awards of acquired entities in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of shares of Stock reserved pursuant to Section 5 will be increased by the corresponding number of equity awards assumed and, in the case of a substitution, by the net increase in the number of shares of Stock subject to equity awards before and after the substitution.
(d)Subject to the Share Limit and Section 5(g), the aggregate maximum number of shares of Stock that may be issued pursuant to the exercise of ISOs will be 145,167,881shares of Stock.
(e)Subject to the Share Limit and Section 5(g), the aggregate number of shares of Stock that may be issued pursuant to Awards granted during any fiscal year to any single individual may not exceed 3,611,400 shares of Stock.
(f)The maximum value of Awards granted during a single fiscal year under this Plan or under any other equity plan maintained by the Company, taken together with any cash fees paid during such fiscal year for services on the Board, will not exceed $1,000,000 in total value for any non-employee director, except that such limit will be $1,250,000 for any non-employee director serving as the lead director of the Board or chair of the Board. Such applicable limit will include the value of any stock awards that are received in lieu of all or a portion of any annual committee cash retainers or other similar cash based payments.
(g)Except as provided in an Award Term or as otherwise provided in the Plan, in the event of any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Stock, or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, recapitalization, combination, repurchase, or share exchange, or other similar corporate transaction or event, the Committee will make such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards (including, but not limited to changes or adjustments to the limits specified in Sections 5(d) and (e)) or the total number of Awards issuable under the Plan, (ii) the number and kind of shares of Stock or other property issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price or purchase price relating to any Award, (iv) the Performance Goals, and (v) the individual limitations applicable to Awards; provided that, with respect to ISOs, any adjustment will be made in accordance with the provisions of Section 424(h) of the Code and any regulations or guidance promulgated thereunder, and provided further that no such adjustment will cause any Award hereunder which is or becomes subject to Section 409A of the Code to fail to comply with the requirements of such section.
6.SPECIFIC TERMS OF AWARDS.
(a)General. Subject to the terms of the Plan and any applicable Award Terms, (i) the term of each Award will be for such period as may be determined by the Committee, and (ii) payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee determines at the date of grant or thereafter, including, without limitation, cash, Stock or other property, and may be made in a single payment or transfer, in installments, or, subject to the requirements of Section 409A of the Code on a deferred basis.
(b)Awards. The Committee is authorized to grant to Grantees the following Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee will determine the terms and conditions of such Awards, consistent with the terms of the Plan. Options and Stock Appreciation Rights (“SARs”) are subject to a minimum one-year vesting period following grant, with the exception that up to 5% of the available shares of Stock reserved for grant may be subject to such Awards without such minimum vesting period. Subject to compliance with the requirements of Section 409A of the Code, an Award may provide the Grantee with the right to receive dividend or dividend equivalent payments with respect to Stock actually or notionally subject to
5


Exhibit 10.6
Amended and Restated December 10, 2020
the Award, which payments will be credited to an account for the Grantee, and may be settled in cash or Stock, as determined by the Committee. Any such dividend or dividend equivalents will be settled in cash or Stock to the Grantee only if, when and to the extent the related Award vests. The value of dividend or dividend equivalent payments payable with respect to any Award that does not vest will be forfeited.
(i) Options. The Committee is authorized to grant Options to Grantees on the following terms and conditions:
(1)The Award Terms evidencing the grant of an Option under the Plan will designate the Option as an ISO or an NQSO.
(2)The exercise price per share of Stock purchasable under an Option will be determined by the Committee, but in no event may the exercise price of an Option per share of Stock be less than the Fair Market Value of a share of Stock as of the date of grant of such Option. The purchase price of Stock as to which an Option is exercised must be paid in full at the time of exercise; payment may be made in cash, which may be paid by check, or other instrument acceptable to the Company, or, with the consent of the Committee, in shares of Stock, valued at the Fair Market Value on the date of exercise (including shares of Stock that otherwise would be distributed to the Grantee upon exercise of the Option), or if there were no sales on such date, on the next preceding day on which there were sales or (if permitted by the Committee and subject to such terms and conditions as it may determine) by surrender of outstanding Awards under the Plan, or the Committee may permit such payment of exercise price by any other method it deems satisfactory in its discretion. In addition, subject to applicable law and pursuant to procedures approved by the Committee, payment of the exercise price may be made pursuant to a broker-assisted cashless exercise procedure. Any amount necessary to satisfy applicable federal, state or local tax withholding requirements must be paid promptly upon notification of the amount due. The Committee may permit the amount of tax withholding to be paid in shares of Stock previously owned by the employee, or a portion of the shares of Stock that otherwise would be distributed to such employee upon exercise of the Option, or a combination of shares of such Stock and other property, except that the amount of tax withholding to be satisfied by withholding shares of Stock and other property will be limited to the extent necessary to avoid adverse accounting consequences, including but not limited to the Award being classified as a liability award.
(3)Options will be exercisable over the exercise period (which may not exceed ten years from the date of grant), at such times and upon such conditions as the Committee may determine, as reflected in the Award Terms; provided that, the Committee has the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate.
(4)Upon the termination of a Grantee’s employment or service with the Company and its Subsidiaries or Affiliates, the Options granted to such Grantee, to the extent that they are exercisable at the time of such termination, will remain exercisable for such period as may be provided in the applicable Award Terms, but in no event following the expiration of their term. The treatment of any Option that is unexercisable as of the date of such termination will be as set forth in the applicable Award Terms.
(5)Options may be subject to such other conditions, as the Committee may prescribe in its discretion or as may be required by applicable law.
(ii) Restricted Stock.
(1)The Committee may grant Awards of Restricted Stock under the Plan, subject to such restrictions, terms and conditions, as the Committee may determine in its sole discretion and as evidenced by the applicable Award Terms (provided that any such Award is subject to the vesting requirements described herein). The vesting of a Restricted Stock Award granted under the Plan may be conditioned upon the completion of a specified period of employment or service with the Company, any Subsidiary or an Affiliate, upon the attainment of specified Performance Goals or upon such other criteria as the Committee may determine in its sole discretion.
6


Exhibit 10.6
Amended and Restated December 10, 2020
(2)The Committee will determine the purchase price, which, to the extent required by law, may not be less than par value of the Stock, to be paid by the Grantee for each share of Restricted Stock or unrestricted Stock or stock units subject to the Award. The Award Terms with respect to such Award will set forth the amount (if any) to be paid by the Grantee with respect to such Award and when and under what circumstances such payment is required to be made.
(3)Except as provided in the applicable Award Terms, no shares of Stock underlying a Restricted Stock Award may be assigned, transferred, or otherwise encumbered or disposed of by the Grantee until such shares of Stock have vested in accordance with the terms of such Award.
(4)Upon the termination of a Grantee’s employment or service with the Company and its Subsidiaries or Affiliates, the Restricted Stock granted to such Grantee will be subject to the terms and conditions specified in the applicable Award Terms.
(iii) Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Grantees, subject to the following terms and conditions:
(1)At the time of the grant of Restricted Stock Units, the Committee may impose such restrictions or conditions to the vesting of such Awards as it, in its discretion, deems appropriate, including, but not limited to, the achievement of Performance Goals. The Committee has the authority to accelerate the settlement of any outstanding award of Restricted Stock Units at such time and under such circumstances as it, in its sole discretion, deems appropriate, subject compliance with the requirements of Section 409A of the Code.
(2)Unless otherwise provided in the applicable Award Terms or except as otherwise provided in the Plan, upon the vesting of a Restricted Stock Unit there will be delivered to the Grantee, as soon as practicable following the date on which such Award (or any portion thereof) vests, that number of shares of Stock equal to the number of Restricted Stock Units becoming so vested.
(3)Upon the termination of a Grantee’s employment or service with the Company and its Subsidiaries or Affiliates, the Restricted Stock Units granted to such Grantee will be subject to the terms and conditions specified in the applicable Award Terms.
(iv) Other Stock-Based or Cash-Based Awards.
(1)The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee will determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including the Performance Goals and performance periods. Stock or other securities or property delivered pursuant to an Award in the nature of a purchase right granted under Section 6(iv) may be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, Stock, other Awards, notes or other property, as the Committee will determine, subject to any required corporate action.
(2)The maximum value of the aggregate payment that any Grantee may receive with respect to Other Cash-Based Awards pursuant to this Section 6(b)(iv) in respect of any annual performance period is $5,000,000 and for any other performance period in excess of one year, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve. The Committee may establish other rules applicable to the Other Stock- or Cash-Based Awards.
(3)Payments earned in respect of any Cash-Based Award may be decreased or increased in the sole discretion of the Committee based on such factors as it deems appropriate.
7


Exhibit 10.6
Amended and Restated December 10, 2020
7.GENERAL PROVISIONS.
(a)Nontransferability, Deferrals and Settlements. Unless otherwise determined by the Committee or provided in an Award Term or set forth below, but in accordance with the Code and any applicable laws, Awards will not be transferable by a Grantee except by will or the laws of descent and distribution and will be exercisable during the lifetime of a Grantee only by such Grantee or his guardian or legal representative. Any attempted assignment or transfer of an Award will be null and void and without effect, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce, trustee process or similar process, whether legal or equitable, upon such Award. The Committee may permit Grantees to elect to defer the issuance of shares of Stock or the settlement of Awards in cash under such rules and procedures as established under the Plan to the extent that such deferral complies with Section 409A of the Code and any regulations or guidance promulgated thereunder.
(b)Leave of Absence; Reduction in Service Level. The Committee may determine, in its discretion (i) whether, and the extent to which, an Award will vest during a leave of absence, (ii) whether, and the extent to which, a reduction in service level (for example, from full-time to part-time employment), will cause a reduction, or other change, in an Award, and (iii) whether a leave of absence or reduction in service will be deemed a termination of employment or service for the purpose of the Plan and the Award Terms. The Committee will also determine all other matters relating to whether the employment or service of a recipient of an Award is continuous for purposes of the Plan and the Award Terms.
(c)No Right to Continued Employment, etc. Nothing in the Plan or in any Award granted or any Award Terms, promissory note or other agreement entered into pursuant hereto confers upon any Grantee the right to continue in the employ or service of the Company, any Subsidiary or any Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or the applicable Award Terms or to interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantee’s employment or service.
(d)Clawback/Recoupment
(i)All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company determines to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose additional clawback, recovery or recoupment provisions in an Award agreement as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Stock or other cash or property upon the occurrence of Cause as determined by the Committee.
(ii)In the event of a restatement of incorrect financial results, the Committee will review all Awards held by executive officers (within the meaning of Rule 3b-7 of the Exchange Act) of the Company that (i) were earned based on performance or were vesting during the course of the financial period subject to such restatement or (ii) were granted during or within one year following such financial period. If any Award would have been lower or would not have vested, been earned or been granted based on such restated financial results, the Committee will, if it determines appropriate in its sole discretion and to the extent permitted by governing law, (a) cancel such Award, in whole or in part, whether or not vested, earned or payable or (b) require the Grantee to repay to the Company an amount equal to all or any portion of the value of any gains from the grant, vesting or payment of the Award that would not have been realized had the restatement not occurred.
(iii)If a Grantee’s employment or service is terminated for Cause, all unvested (and, to the extent applicable, unexercised) portions of Awards will terminate and be forfeited immediately without consideration. In addition, the Committee may in its sole discretion and to the extent permitted by applicable law cause the cancellation of all or a portion of any outstanding vested Awards held by such Grantee or payable to such Grantee or require such Grantee to reimburse the Company for all or a portion of the gains from the exercise of, settlement or payment of any of the Grantee’s Awards realized after the event giving rise to Cause first occurred.
8


Exhibit 10.6
Amended and Restated December 10, 2020
(e)Taxes. The Company, any Subsidiary and any Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any other payment to a Grantee, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Grantees to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority includes authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Grantee’s tax obligations; provided, however, that the amount of tax withholding to be satisfied by withholding Stock or other property will be limited to the extent necessary to avoid adverse accounting consequences, including but not limited to the Award being classified as a liability award.
(f)Stockholder Approval; Amendment and Termination. The Board may amend, alter or discontinue the Plan and outstanding Awards thereunder, but no amendment, alteration, or discontinuation may be made that would impair the rights of a Grantee under any Award theretofore granted without such Grantee’s consent, or that without the approval of the stockholders (as described below) would, except in the case of an adjustment as provided in Section 5, increase the total number of shares of Stock reserved for the purpose of the Plan. In addition, stockholder approval will be required with respect to any amendment with respect to which shareholder approval is required under the Code, the rules of any stock exchange on which Stock is then listed or any other applicable law. Unless earlier terminated by the Board pursuant to the provisions of the Plan, the Plan will terminate on the tenth anniversary of the Adoption Date. No Awards may be granted under the Plan after such termination date.
(g)No Rights to Awards; No Stockholder Rights. No Grantee haves any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Grantees. No Grantee has any right to payment or settlement under any Award unless and until the Committee or its designee determines that payment or settlement is to be made. Except as provided specifically herein, a Grantee or a transferee of an Award has no rights as a stockholder with respect to any shares covered by the Award until the date of the issuance of such shares.
(h)Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any Award will give any such Grantee any rights that are greater than those of a general creditor of the Company.
(i)No Fractional Shares. No fractional shares of Stock will be issued or delivered pursuant to the Plan or any Award. The Committee will determine whether cash, other Awards, or other property will be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto will be forfeited or otherwise eliminated.
(j)Regulations and Other Approvals.
(i) The obligation of the Company to sell or deliver Stock or pay cash with respect to any Award granted under the Plan is subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.
(ii) Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award may be granted or payment made or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.
9


Exhibit 10.6
Amended and Restated December 10, 2020
(iii) In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from such registration, such Stock will be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.
(iv) Section 409A. This Plan is intended to comply and will be administered in a manner that is intended to comply with Section 409A of the Code and will be construed and interpreted in accordance with such intent. To the extent that an Award, issuance or payment is subject to Section 409A of the Code, it will be awarded or issued or paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Any provision of this Plan that would cause an Award, issuance or payment to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by applicable law). Notwithstanding anything to the contrary in this Plan (and unless the Award Terms specifically provides otherwise), if the shares of Stock are publicly traded and a Grantee is a “specified employee” for purposes of Section 409A of the Code and holds an Award that provides for “deferred compensation” under Section 409A of the Code, no distribution or payment of any amount shall be made upon a “separation from service” before a date that is six months following the date of such Grantee’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) except that in case of the Grantee’s death, such distribution or payment will be made as soon as practicable following the Grantee’s death or as otherwise set forth in an agreement with the Grantee.
(k)Governing Law. The Plan and all determinations made and actions taken pursuant hereto is governed by the laws of the State of Delaware without giving effect to the conflict of laws principles thereof. Notwithstanding anything to the contrary herein, the Committee, in order to conform with provisions of local laws and regulations in foreign countries in which the Company or its Subsidiaries operate, has sole discretion to (i) modify the terms and conditions of Awards made to Grantees employed outside the United States, (ii) establish sub-plans with modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances presented by local laws and regulations, and (iii) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any sub-plan established hereunder.
(l)Merger or Consolidation. If the Company is the surviving corporation in any merger or consolidation (other than a merger or consolidation in which the Company survives but in which a majority of its outstanding shares are converted into securities of another corporation or are exchanged for other consideration), any Award granted hereunder will pertain and apply to the securities which a holder of the number of shares of stock of the Company then subject to the Award is entitled to receive. In the event of a (i) dissolution or liquidation of the Company, (ii) sale or transfer of all or substantially all of the Company’s assets or (iii) merger or consolidation in which the Company is not the surviving corporation or in which a majority of its outstanding shares are converted into securities of another corporation or are exchanged for other consideration, the Company must, contingent upon consummation of such transaction, either (a) arrange for any corporation succeeding to the business and assets of the Company to (x) assume each outstanding Award, or (y) issue to the Grantees replacement Awards (which, in the case of Incentive Stock Options, satisfy, in the determination of the Committee, the requirements of Section 424 of the Code), for such corporation’s stock that will preserve the value, liquidity and material terms and conditions of the outstanding Awards; or (b) make the outstanding Awards fully exercisable or cause all of the applicable restrictions to which outstanding Stock Awards are subject to lapse, in each case, on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Committee, following the exercise of the Award or the issuance of shares of Common Stock, as the case may be, to participate as a stockholder in any such dissolution, liquidation, asset sale or transfer, merger or consolidation, and the Award will terminate immediately following consummation of any such transaction. The existence of the Plan will not prevent any such change or other transaction, and no Participant hereunder has any right except as herein expressly set forth. Notwithstanding the foregoing provisions of this Section 7(l), Awards subject to and intended to satisfy the requirements of Section 409A of the Code will be construed and administered consistent with such intent.
10

EX-10.11 4 vmw-1292021x10kex1011.htm 2007 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED DECEMBER 10, 2020 Document
        Exhibit 10.11
December 10, 2020
VMWARE, INC.
AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN


Section 1. Purpose of Plan

    The VMware, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the “Plan”) is intended to provide a method by which eligible employees of VMware, Inc. (“VMware”) and its subsidiaries (collectively, the “Company”) may use voluntary, systematic payroll deductions or other contributions (as described in Section 5 below) to purchase VMware’s class A common stock, $.01 par value, (“stock”) and thereby acquire an interest in the future of VMware. For purposes of the Plan, a subsidiary is any corporation in which VMware owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock unless the Board of Directors of VMware (the “Board of Directors”) or the Committee (as defined below) determines that employees of a particular subsidiary shall not be eligible.

    The Plan is intended qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, the Board of Directors may establish comparable offerings under the Plan that are not intended to qualify under Code Section 423. Such offerings will be designated as being made under the non-423 component of this Plan.

    For purposes of this Plan, if the Board of Directors so determines, the employees of VMware and/or of any designated subsidiary will be deemed to participate in a separate offering under the 423 component of the Plan, even if the dates of the applicable offering period of each such offering are identical, provided that the terms of participation are the same within each separate offering as determined under Code Section 423.

Section 2. Options to Purchase Stock

    Under the Plan, no more than 32,300,000 shares of stock are available for purchase (subject to adjustment as provided in Section 16) pursuant to the exercise of options (“options”) granted under the Plan to employees of the Company (“employees”). All of the shares of stock are available for purchase under the Plan may be used for offerings under the 423 component of the Plan. The stock to be delivered upon exercise of options under the Plan may be either shares of VMware’s authorized but unissued stock, or shares of reacquired stock, as the Board of Directors shall determine.

Section 3. Eligible Employees

    Except as otherwise provided in Section 20, each employee who has completed three months or more of continuous service in the employ of the Company, or any lesser number of months established by the Committee (if required under local law), shall be eligible to participate in the Plan provided such inclusion is consistent with requirements
    


        Exhibit 10.11
December 10, 2020
under Code Section 423 or offered under the non-423 component. For the avoidance of doubt, individuals who are not employees of VMware or an eligible subsidiary are not considered to be eligible employees and shall not be eligible to participate in the Plan.

Section 4. Method of Participation

    Option periods of any duration up to 27 months in length shall be determined by the Committee. In the event no period is designated by the Committee, the option periods shall have a duration of six months commencing on the first day following termination of the prior period. For example, if an option period ends on July 31, the following option period would be August 1 through January 31 unless the Committee determines otherwise prior to commencement of such following option period. Each person who will be an eligible employee on the first day of any option period may elect to participate in the Plan by executing and delivering, at least one business day prior to such day, a payroll deduction authorization and/or other required enrollment agreement(s)/form(s) in accordance with Section 5. Such employee shall thereby become a participant (“participant”) on the first day of such option period and shall remain a participant until his or her participation is terminated as provided in the Plan. VMware may permit participants to elect or indicate whether an enrollment election, once made, will apply to subsequent option periods without being required to submit a new enrollment form. If an employee makes an enrollment election that does not apply to subsequent option periods, the employee will be deemed to have terminated his or her participation with respect to subsequent option periods unless and until the employee submits a new enrollment form in accordance with the Plan.


Section 5. Contributions

    A participant may elect to make contributions under the Plan at a rate of not less than 2% nor more than 15% from the participant’s compensation (subject to a maximum of $7,500 per six-month option period and pro-rated for longer or shorter periods, at the Committee’s discretion), by means of substantially equal payroll deductions over the option period; provided, however, where applicable local laws prohibit payroll deductions for the purpose of participation in the Plan, the Committee may permit all participants in a specified separate offering under the 423 component or an offering under the non-423 component of the Plan to contribute amounts to the Plan through payment by cash, check or other means set forth in the enrollment form. Any amount remaining in a participant’s contribution account at the end of an option period representing a fractional share that is rolled over to the contribution account for the next option period pursuant to Section 8 below (a “rollover”) may be used to purchase additional stock; provided that the maximum dollar amount per option period shall be reduced by the amount of any rollover. For purposes of the Plan, “compensation” shall mean all cash compensation paid to the participant by the Company unless otherwise specified by the Board.

A participant may only elect to change his or her contribution rate by written notice delivered to VMware (or its designated agent) at least one business day prior to the
2


        Exhibit 10.11
December 10, 2020
first day of the option period as to which the change is to be effective. Following delivery to VMware (or its designated agent) of any enrollment form or any election to change the withholding rate of a payroll deduction authorization, appropriate payroll deductions or changes thereto shall commence as soon as reasonably practicable. All amounts withheld in accordance with a participant’s payroll deduction authorization or contributed by other permitted means (if any) shall be credited to a contribution account for such participant.

Section 6. Grant of Options

Each person who is a participant on the first day of an option period shall, as of such day, be granted an option for such period. Such option shall be for the number of shares of stock to be determined by dividing (a) the balance in the participant’s contribution account on the last day of the option period by (b) the purchase price per share of the stock determined under Section 7, and eliminating any fractional share from the quotient. In the event that the number of shares then available under the Plan is otherwise insufficient, VMware shall reduce on a substantially proportionate basis the number of shares of stock receivable by each participant upon exercise of his or her option for an option period and shall return the balance in a participant’s contribution account to such participant without interest (unless otherwise required by local law). In no event shall the number of shares of stock that a participant may purchase during any one six-month option period under the Plan exceed 750 shares of stock (subject to adjustment as provided in Section 16), and pro-rated for longer or shorter periods, at the Committee’s discretion.


Section 7. Purchase Price

The purchase price of stock issued pursuant to the exercise of an option shall be 85% of the fair market value of the stock at (a) the time of grant of the option or (b) the time at which the option is deemed exercised, whichever is less. “Fair market value” shall mean the closing sales price per share of the stock on the principal securities exchange on which the stock is traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported; if the stock is not listed for trading on a national securities exchange, the fair market value of the stock shall be determined in good faith by the Board of Directors.

Section 8. Exercise of Options

    If an employee is a participant in the Plan on the last business day of an option period, he or she shall be deemed to have exercised the option granted to him or her for that period. Upon such exercise, VMware shall apply the balance of the participant’s contribution account to the purchase of the number of whole shares of stock determined under Section 6, and as soon as practicable thereafter shall issue and deliver certificates for said shares to the participant (or have the shares deposited in a brokerage account for the benefit of the participant). No fractional shares shall be issued hereunder. Any
3


        Exhibit 10.11
December 10, 2020
balance accumulated in the participant’s contribution account that is not sufficient to purchase a full share shall be retained in such account for any remaining or subsequent option period, subject to early withdrawal by the participant as provided in Section 10. Any other monies remaining in the participant’s contribution account under the Plan after the date of exercise shall be returned to the participant or his or her beneficiary (as applicable) in cash without interest (unless otherwise required by local law).

Notwithstanding anything herein to the contrary, VMware shall not be obligated to deliver any shares unless and until, in the opinion of VMware’s counsel, all requirements of applicable federal, state and foreign laws and regulations (including any requirements as to legends) have been complied with, nor, if the outstanding stock is at the time listed on any securities exchange, unless and until the shares to be delivered have been listed (or authorized to be added to the list upon official notice of issuance) upon such exchange, nor unless or until all other legal matters in connection with the issuance and delivery of shares have been approved by VMware’s counsel.

Section 9. Interest

    No interest will be payable on contribution accounts, except as may be required by applicable law, as determined by the Committee.

Section 10. Cancellation and Withdrawal

    A participant who holds an option under the Plan may cancel all (but not less than all) of his or her option by written notice delivered to the Company, in such form as the Committee may prescribe, provided that VMware (or its designated agent) must receive such notice at least 31 days, or such other number of days determined by the Committee, before the last day of the option period (the “Withdrawal Deadline”). Any participant who delivers such written notice shall be deemed to have canceled his or her option, terminated any applicable payroll deduction authorization with respect to the Plan and terminated his or her participation in the Plan, in each case, as of the date of such written notice. In the event that the date of the Withdrawal Deadline with respect to the applicable option period, shall be a Saturday, Sunday or day on which banks in the State of Delaware are required to close, a participant may cancel his or her option by written notice given on or prior to the last business day immediately preceding such date. Following delivery of any such notice, any balance in the participant’s contribution account will be returned to such participant as soon as reasonably practicable without interest (unless otherwise required by local law). Any participant who has delivered such notice may elect to participate in the Plan in any future option period in accordance with the provisions of Section 4.

Section 11. Termination of Employment

    Except as otherwise provided in Section 12, upon the termination of a participant’s employment with the Company for any reason whatsoever, he or she shall cease to be a participant, and any option held by him or her under the Plan shall be
4


        Exhibit 10.11
December 10, 2020
deemed canceled, the balance of his or her contribution account shall be returned to him or her without interest (unless otherwise required by local law), and he or she shall have no further rights under the Plan. For purposes of this Section 11, a participant’s employment will not be considered terminated in the case of a transfer to the employment of an eligible subsidiary or to the employment of VMware. However, in the event of a transfer of employment, VMware may transfer participant’s participation to a separate offering or non-423 component offering, if advisable or necessary, considering applicable local law and Code Section 423 requirements. For purposes of the Plan, an individual’s employment relationship is still considered to be continuing intact while such individual is on sick leave, or other leave of absence approved for purposes of this Plan by the Company; provided however, that if such period of leave of absence exceeds three months, and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day following such three month period.

Section 12. Death of Participant

    In the event a participant holds any option hereunder at the time his or her employment with the Company is terminated by his or her death, whenever occurring, then his or her legal representative, may, by a writing delivered to VMware on or before the date such option is exercisable, elect either (a) to cancel any such option and receive in cash the balance in his or her contribution account, or (b) to have the balance in his or her contribution account applied as of the last day of the option period to the exercise of his or her option pursuant to Section 8, and have the balance, if any, in such account in excess of the total purchase price of the whole shares so issued returned in cash without interest (unless otherwise required by local law). In the event his or her legal representative does not file a written election as provided above, any outstanding option shall be treated as if an election had been filed pursuant to subparagraph 12(a) above.

Section 13. Participant’s Rights Not Transferable, etc.

    All participants granted options under a specified offering under the 423 component of the Plan shall have the same rights and privileges. Each participant’s rights and privileges under any option granted under the Plan shall be exercisable during his or her lifetime only by him or her, and shall not be sold, pledged, assigned, or otherwise transferred in any manner whatsoever except by will or the laws of descent and distribution. In the event any participant violates the terms of this Section, any options held by him or her may be terminated by VMware and, upon return to the participant of the balance of his or her contribution account, all his or her rights under the Plan shall terminate.

Section 14. Employment Rights

    Neither the adoption of the Plan nor any of the provisions of the Plan shall confer upon any participant any right to continued employment with the Company or a
5


        Exhibit 10.11
December 10, 2020
subsidiary or affect in any way the right of the participant’s employer to terminate the employment of such participant at any time.

Section 15. Rights as a Shareholder/Use of Funds

    A participant shall have the rights of a shareholder only as to stock actually acquired by him or her under the Plan.

    All contributions received under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such funds, but may do so if required under applicable local law.

Section 16. Change in Capitalization

In the event of a stock dividend, stock split or combination of shares, recapitalization, merger in which VMware is the surviving corporation or other change in VMware’s capital stock, the number and kind of shares of stock or securities of VMware to be subject to the Plan and to options then outstanding or to be granted hereunder, the maximum number of shares or securities which may be delivered under the Plan, the option price and other relevant provisions shall be appropriately adjusted by the Board of Directors, whose determination shall be binding on all persons. In the event of a consolidation or merger in which VMware is not the surviving corporation or in the event of the sale or transfer of substantially all VMware’s assets (other than by the grant of a mortgage or security interest), all outstanding options shall thereupon terminate, provided that prior to the effective date of any such merger, consolidation or sale of assets, the Board of Directors shall either (a) return the balance in all contribution accounts and cancel all outstanding options, or (b) accelerate the exercise date provided for in Section 8, or (c) if there is a surviving or acquiring corporation, arrange to have that corporation or an affiliate of that corporation grant to the participants replacement options having equivalent terms and conditions as determined by the Board of Directors.

In the event of a corporate restructuring, VMware may transfer or terminate participant’s participation to a separate offering or non-423 component offering, if advisable or necessary, considering applicable local law and Code Section 423 requirements.

Section 17. Administration of Plan

    The Plan will be administered by the Board of Directors. The Board of Directors will have authority, not inconsistent with the express provisions of the Plan, to take all action necessary or appropriate hereunder, to interpret its provisions, and to decide all questions which may arise in connection therewith. Except with respect to officers of VMware who are subject to the reporting requirements of Section 16 of the Securities Act of 1934, management of VMware is also authorized to resolve participant disputes under the Plan, consistent with the terms of the Plan and any agreements thereunder and any
6


        Exhibit 10.11
December 10, 2020
interpretations or guidance issued under the Plan by the Board of Directors or the Committee.

    The Board may, in its discretion, delegate its powers with respect to the Plan to the Compensation and Corporate Governance Committee or any other committee at VMware (the “Committee”), in which event all references to the Board of Directors hereunder, including without limitation the references in Section 17, shall be deemed to refer to the Committee. A majority of the members of any such Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by all of the Committee members.

    Determinations of the Board of Directors, the Committee or where appropriate, management of the Company, shall be conclusive and shall bind all parties.

Section 18. Amendment and Termination of Plan

    The Board of Directors may at any time or times amend the Plan or amend any outstanding option or options for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law, provided that (except to the extent explicitly required or permitted herein) no such amendment will, without the approval of the shareholders of the Company, (a) increase the maximum number of shares available under the Plan, (b) reduce the option price of outstanding options or reduce the price at which options may be granted, (c) change the conditions for eligibility under the Plan, or (d) amend the provisions of this Section 18 of the Plan, and no such amendment will adversely affect the rights of any participant (without his or her consent) under any option theretofore granted.

    The Plan may be terminated at any time by the Board of Directors, but no such termination shall adversely affect the rights and privileges of holders of the outstanding options.

Section 19. Approval of Shareholders

    The Plan as amended and restated was approved by the stockholders of the Company on June 8, 2017 and was further amended by the stockholders on June 25, 2019. Subsequent amendments will be approved by the stockholders to the extent required by applicable securities and tax rules and regulations as well as applicable rules of the securities exchange(s) upon which the stock may be listed for trading.

Section 20. Limitations

    Notwithstanding any other provision of the Plan:

7


        Exhibit 10.11
December 10, 2020
    (a) An employee shall not be eligible to receive an option pursuant to the Plan if, immediately after the grant of such option to him or her, he or she would (in accordance with the provisions of Sections 423 and 424(d) of the Code own or be deemed to own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer corporation or of its parent or subsidiary corporation, as defined in Section 424 of the Code.

    (b) No employee shall be granted an option under this Plan that would permit his or her rights to purchase shares of stock under all employee stock purchase plans (as defined in Section 423 of the Code) of VMware or any subsidiary or parent corporation to accrue at a rate which exceeds $25,000 in fair market value of such stock (determined at the time the option is granted) for each calendar year during which any such option granted to such employee is outstanding at any time, as provided in Section 423 of the Code.

    (c) No employee shall be granted an option under this Plan that would permit him or her to withhold more than $7,500 in each six-month option period, and pro-rated for longer or shorter periods, at the Committee’s discretion, or $15,000 per calendar year, less the amount of any rollover.

    (d) No employee whose customary employment is 20 hours or less per week shall be eligible to participate in the Plan, unless otherwise required under applicable law. If participation in the Plan is offered to employees whose customary employment is 20 hours or less, the offering will be made under a separate offering under the 423 component or under the non-423 component of the Plan.

(e) No employee whose customary employment is for not more than five months in any calendar year shall be eligible to participate in the Plan.

    (f) No independent contractor shall be eligible to participate in the Plan.

Section 21. Jurisdiction and Governing Law.

    The Company and each participant in the Plan submit to the exclusive jurisdiction and venue of the U.S. federal or state courts of Delaware to resolve issues that may arise out of or relate to the Plan or the same subject matter. The Plan shall be governed by the laws of Delaware, excluding its conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

Section 22. Compliance with Foreign Laws and Regulations.

    Notwithstanding anything to the contrary herein, the Board, in order to conform with provisions of local laws and regulations in foreign countries in which the Company or its subsidiaries operate, shall have sole discretion to (i) adversely modify the terms and conditions of options granted to participants employed outside the United States to the
8


        Exhibit 10.11
December 10, 2020
extent consistent with the U.S. Treasury regulations under Code Section 423; (ii) establish comparable offerings that are not intended to qualify under Code Section 423 with the shares to be taken from the allotment available under this Plan and with modified enrollment or exercise procedures and/or establish such other modifications as may be necessary or advisable under the circumstances presented by local laws and regulations; and (iii) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any sub-plan established hereunder.

9

EX-10.15 5 vmw-1292021x10kex1015.htm FORM OF PERFORMANCE STOCK UNIT AGREEMENT, AS AMENDED DECEMBER 10, 2020 Document
Exhibit 10.15        
Form of PSU Agreement
VMWARE, INC.
2007 EQUITY AND INCENTIVE PLAN
Performance Stock Unit AGREEMENT
I.    NOTICE OF GRANT

Unless otherwise defined in this notice of grant (“Notice of Grant”) and Performance Stock Unit Agreement (“Agreement”), the capitalized terms used herein have the meanings set forth in the VMware, Inc. 2007 Amended and Restated Equity and Incentive Plan (the “Plan”).
        
Name:             (“Participant”)

The Participant has been granted an award (the “Award”) of Performance Stock Units (the “PSUs”), subject to the terms and conditions of this Notice of Grant, the Plan and this Agreement. Except as set forth in Sections 2(b) and 4 of the Agreement, the number of shares earned pursuant to the Award will equal the number of shares subject to the PSUs set forth below multiplied by the conversion ratio determined by the Administrator (the “Conversion Ratio”) at the end of the Award Performance Period in accordance with the schedule attached as Exhibit A to this Agreement (the “Performance Schedule”).

Date of Grant:            

Number of PSUs:            

Award Performance Period:            



Vesting Schedule:

The Award will vest in full on ________ __, 20__ (the “Vesting Date”), subject to the Participant’s continuing employment with the Company or any Subsidiary through the Vesting Date in accordance with Sections 2(a) and 2(c) of the Agreement.

    December 2020

Exhibit 10.15        
Form of PSU Agreement
II.    AGREEMENT
1.Grant of the PSUs. The Company has granted the Participant the number of PSUs set forth in the Notice of Grant. However, unless and until the PSUs have vested, the Participant will have no right to the payment or receipt of any Stock subject thereto. Prior to actual payment or receipt of any Stock, the PSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
2.Vesting of PSUs.
(a)Subject to Sections 2(b), 2(c), 4(c), 4(d) and 4(e) below, the Participant will vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant, except, that, if the Participant incurs a termination of employment for any reason other than due to Participant’s death or termination by the Company or Subsidiary due to “disability” (as defined under the applicable long-term disability plan of the Company or Subsidiary, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company or any Subsidiary, the Participant’s right to vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed (the “Termination Date”) and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be deemed forfeited.
(b)If the Participant’s employment is terminated by reason of death or by the Company due to disability, then, unless otherwise set forth in Exhibit A:
i)vesting in this Award will accelerate fully with respect to the number of unvested PSUs subject to any Completed Performance Period.
ii)if the Vesting Date is scheduled to occur prior to or on the first anniversary of the Termination Date, vesting in this Award will further accelerate on a pro rata basis with respect to the number of unvested PSUs subject to any Incomplete Performance Period, with such pro rata calculation derived by dividing number of days that have elapsed as of the Termination Date since the start of any such Incomplete Performance Periods by the total number of days in the Incomplete Performance Period.
iii)The Conversion Ratio utilized to convert PSUs into shares will be calculated based on the actual achievement of the performance metrics set forth in Exhibit A as determined by the Administrator as of the Termination Date, except that if the Conversion Ratio depends upon the calculation of one or more separate performance metrics for which achievement has not been determined as of the Termination Date, vesting will be accelerated for the number of shares that would have vested had target performance been achieved for such separate performance metric(s).
iv)If this Award has more than one Vesting Date, then the pro rata calculation set forth in Section 2(b)(2) for Incomplete Performance Periods will be applied only
2
December 2020

Exhibit 10.15        
Form of PSU Agreement
with respect to the number of PSUs scheduled to vest on Vesting Dates scheduled to occur prior to or on the first anniversary of the Termination Date.
v)Definitions.
(1)Completed Performance Period” means a Performance Period that is completed prior to or on the Termination Date.
(2)Incomplete Performance Period” means any Performance Period that has not been completed prior to the Termination Date.
(3)Performance Period” means any individual performance period embedded within the Award Performance Period or, if there are no such embedded performance period, the Award Performance Period.
(c)Solely for purposes of this Agreement, the Company, in its sole discretion, may consent to treating employment of the Participant by Dell Technologies Inc. (the “Parent”), or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if the Participant is employed by the Company in accordance with procedures approved by the Committee, except that if the Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.
3.Issuance of Stock. No Stock will be issued to the Participant prior to the date on which the PSUs vest. After any PSUs vest and subject to the terms of this Agreement, including without limitation Section 8 hereof, the Company will cause to be issued (either in book-entry form or otherwise) to the Participant or the Participant’s beneficiaries, as the case may be, that number of shares of Stock corresponding to the number of such vested PSUs as soon as administratively practicable following vesting, but in no event will the issuance of such shares be made subsequent to March 15th of the year following the year in which the shares vested. No fractional shares of Stock will be issued under this Agreement. Notwithstanding any provision in the Plan to the contrary and subject only to changes in Stock, as set forth in Section 9 hereof, the PSUs will be settled only in shares of Stock.
4.Change in Control.
(a)Change in Control during Award Performance Period. In the event of a Change in Control during the Award Performance Period, the Award Performance Period and all Incomplete Performance Periods will terminate immediately prior to consummation of the Change in Control. The Administrator will determine the Conversion Ratio prior to the consummation of the Change in Control pursuant to instructions set forth in the Performance Schedule. If the Performance Schedule does not set forth the means for calculating the Conversion Ratio in the event of a Change in Control, then the Conversion Ratio will equal one share per each vested PSU. “Change in Control” has the meaning set forth in Exhibit A to this Agreement.
3
December 2020

Exhibit 10.15        
Form of PSU Agreement
(b)Change in Control following Award Performance Period. In the event of a Change in Control following completion of the Award Performance Period, the Administrator will determine the Conversion Ratio prior to the consummation of the Change in Control based on actual performance pursuant to instructions set forth in the Performance Schedule.
(c)Vesting. Following a Change in Control, this Award will continue to vest in accordance with the original vesting schedule set forth in Section I above, except that if this Award is not assumed or replaced in accordance with the provisions of the Plan regarding the effect of mergers and consolidations on Awards, then immediately prior to the Change in Control, the Award will vest as to a number of shares equal to the total number of PSUs subject to this Award multiplied by the Conversion Ratio.
(d)Termination Due to Death or Disability Following Change in Control. If, following a Change in Control the Participant’s vesting in this Award is accelerated in accordance with Section 2(b) above due to termination of employment by reason of death or by the Company due to disability, then:
i) the number of unvested PSUs that are subject to Performance Periods that constituted Completed Performance Periods prior to the Change of Control will fully accelerate;
ii)the number of unvested PSUs that are subject to Performance Periods that constituted Incomplete Performance Periods prior to the Change in Control that when this Award was granted were scheduled to be completed prior to or on the Termination Date will fully accelerate;
iii)the number of unvested PSUs that are subject to Performance Periods that constituted Incomplete Performance Periods prior to the Change of Control that when this Award was granted were scheduled to be completed after the Termination Date and to vest prior to or on the first anniversary of the Termination Date will accelerate on a pro rata basis to the extent set forth in Section 2(b) above; and
iv)any unvested PSUs that are subject to Performance Periods that constituted Incomplete Performance Periods prior to the Change in Control that when this Award was granted were scheduled to be completed after the Termination Date and to vest after the first anniversary of the Termination Date will be not accelerate.
In each of cases 1-3, the Conversion Ratio for the number of PSUs accelerated will be determined in accordance with Section 4(a) above.
5.Participation in Executive Severance Plan and Change in Control Plan. If, at the time that Participant’s employment is terminated, the Participant is a participant in either or both the Company’s Executive Severance Plan and Change-in-Control Plan (each, an “Executive Plan”) and Participant’s incurs an “Involuntary Termination” of employment (as defined in the applicable Executive Plan), then this Award will accelerate in accordance with the terms of the Executive Plan then applicable to Participant, or as otherwise set forth in Exhibit A attached hereto.
4
December 2020

Exhibit 10.15        
Form of PSU Agreement
6.Death of Participant. Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased, be made to the administrator or executor of the Participant’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
7.Leave of Absence; Reduction in Service Level. In accordance with the provisions of the Plan regarding the effect of a leave of absence or a reduction in service level on an outstanding Award, the Committee may determine, in its sole discretion (i) whether, and the extent to which, a leave of absence will cause a reduction or other change in this Award, (ii) whether, and the extent to which, a reduction in service level (for example, from full-time to part-time employment), will cause a reduction, or other change, in an Award, and (iii) whether a leave of absence or reduction in service level will be deemed a termination of employment for the purpose of this Award. Any changes to this Award pursuant to the Plan and this Section 7 of the Agreement will not result in an increase in the amount of the Award or otherwise accelerate its payment. The Committee will also determine all other matters relating to whether the employment or service of Participant is continuous for purposes of this Award.
8.Taxes.
(a)Generally. The Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action the Company or any entity employing the Participant (the “Employer”) takes with respect to any tax withholding obligations that arise in connection with the PSUs. Neither the Company nor the Employer make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the PSUs or the subsequent sale of Stock issuable pursuant to the PSUs. The Company and the Employer do not commit and are under no obligation to structure the PSUs to reduce or eliminate the Participant’s tax liability.
(b)Payment of Withholding Taxes. Notwithstanding any contrary provision of this Agreement, no Stock will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Administrator) have been made by the Participant with respect to the payment of any taxes that the Company determines must be withheld with respect to the PSUs. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may satisfy such tax withholding obligations, in whole or in part, by withholding otherwise deliverable Stock having an aggregate Fair Market Value sufficient to satisfy (but, unless otherwise consented to by the Participant, not exceeding) the minimum amount required to be withheld or by the sale of shares of Stock to generate sufficient cash proceeds to satisfy any such tax withholding obligation, except that if Participant is an officer subject to Section 16 of the Exchange Act, only such minimum amount will be withheld and such amount will be satisfied by withholding otherwise-deliverable Stock, unless otherwise approved by the Committee. Upon any such withholding, any and all rights of Participant to such withheld Stock will be deemed to be forfeited to the Company. The Participant hereby authorizes the Administrator to take any steps as may be necessary to effect any such sale and
5
December 2020

Exhibit 10.15        
Form of PSU Agreement
agrees to pay any costs associated therewith, including without limitation any applicable broker’s fees. In addition, and to the maximum extent permitted by law, the Company may exercise the right to retain, without notice, from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding or sale of otherwise deliverable shares of Stock.
9.Changes in Stock. If any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Stock or other securities of the Company, or other similar corporate transaction or event affecting the Stock occurs such that an adjustment or change is determined by the Administrator (in its sole discretion) to be necessary or appropriate, the Administrator will proportionately adjust this Award in accordance with the terms of the Plan, including adjustments in the number and kind of shares of Stock or other property the Participant would have received upon vesting of the PSUs, except that the number of shares of Stock into which the PSUs may be converted will always be a whole number.
10.Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Stock deliverable hereunder unless and until certificates representing such Stock (which may be in book-entry form) have been issued and recorded in the records of the Company or its transfer agents or registrars and delivered to the Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Participant will have all the rights of a stockholder of the Company with respect to voting such Stock and receipt of dividends and distributions on such Stock.
11.No Effect on Employment. The transactions contemplated hereunder and the vesting schedule set forth in the Notice of Grant do not: (i) constitute an express or implied promise of continued employment for any period of time, (ii) interfere with right of the Company, the Parent or any Subsidiary or Affiliate to terminate the Participant’s employment at any time in accordance with applicable law, or (iii) entitle the Participant to any additional rights under the Plan or under any other welfare or benefit plan of the Company, the Parent or any Subsidiary or Affiliate.
12.Nature of Grant. In accepting the PSUs, the Participant acknowledges that: (a) the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs even if PSUs have been granted repeatedly in the past; (b) all decisions with respect to future Awards of PSUs, if any, will be made by the Company in its sole discretion; (c) the future value of the underlying Stock is unknown and cannot be predicted with certainty; (d) in consideration of the Award of PSUs, no claim or entitlement to compensation or damages will arise from termination of the PSUs or any diminution in value of the PSUs or Stock received when the PSUs vest resulting from the Participant’s termination of employment by the Employer (for any reason whatsoever and whether or not in breach of local employment laws), and the Participant irrevocably releases the Company, the Parent, the Subsidiary and Affiliate from any such claim that may arise; (e) in the
6
December 2020

Exhibit 10.15        
Form of PSU Agreement
event of involuntary termination of the Participant’s employment (whether or not in breach of local employment laws), the Participant’s right to receive PSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law or contract, and the Company will have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the PSUs; (f) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Stock; and (g) the Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
13.Blackout Periods. The Participant acknowledges that, to the extent the vesting of any PSUs occurs during a “blackout” period wherein certain employees, including the Participant, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Stock pursuant to the PSUs, except that the Administrator may not exercise its right to defer the Participant’s receipt of such Stock if such shares of Stock are specifically covered by a trading plan of the Participant that conforms to the requirements of Rule 10b5-1 of the Exchange Act and the Company’s policies and procedures with respect to Rule 10b5-1 trading plans and such trading plan causes such shares to be exempt from any applicable blackout period then in effect. If the receipt of any shares of Stock is deferred hereunder due to the existence of a regularly scheduled blackout period, such shares will be issued to the Participant on the first business day following the termination of such regularly scheduled blackout period, except that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vest. If the receipt of any shares of Stock is deferred hereunder due to the existence of a special blackout period, such shares will be issued to the Participant on the first business day following the termination of such special blackout period as determined by the Company’s General Counsel or his or her delegate, except that in no event will the issuance of such shares be deferred subsequent to March 15th of the year following the year in which such shares vest. Notwithstanding the foregoing, any deferred shares of Stock will be issued promptly to the Participant prior to the termination of the blackout period in the event the Participant ceases to be subject to the blackout period. The Participant hereby represents that he or she accepts the effect of any such deferral under relevant federal, state and local tax laws or otherwise.
14.Award is Not Transferable. Except to the limited extent provided in Section 6 above, this Award of PSUs and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way by the Participant (whether by operation of law or otherwise) and may not be subject to sale under execution, attachment or similar process until the Participant has been issued the Stock. Upon any attempt by the Participant to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this Award and the rights and privileges conferred hereby immediately will become null and void.
7
December 2020

Exhibit 10.15        
Form of PSU Agreement
15.Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and disclosure, in electronic or other form, of his or her personal information (“Data”) by and among, as applicable, the Employer, the Company, the Parent and any Subsidiary or Affiliate for the purpose of implementing, administering and managing the Participant’s participation in the Plan as described in this Agreement and any other PSU grant materials, or as reasonably necessary to comply with applicable laws and regulations or to respond to lawful requests for information, such as subpoenas and court orders.
The Participant understands that the Company and the Employer may collect, store, process, and disclose certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, Social Security number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all PSUs or any entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan, or as reasonably necessary to comply with applicable laws and regulations or to respond to lawful requests for information, such as subpoenas and court orders.
The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that the recipients’ countries may have data privacy laws and protections that differ from those in the Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a third party. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing his or her consent is that the Company would not be able to grant the Participant PSUs or other equity awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan.
The Participant understands that Participant can obtain additional information about Company’s collection, storage, use, and disclosure of personal information in association with the implementation, administration, and management of the Plan, including information regarding rights that Participant may have with regard to such personal information, by consulting with Participant’s local human resources representative.
16.Entire Agreement. This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the PSUs.
8
December 2020

Exhibit 10.15        
Form of PSU Agreement
17.Binding Agreement. Subject to the limitations on the transferability of this Award contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
18.Additional Conditions to Issuance of Certificates for Stock. The Company is not required to issue any certificate or certificates for Stock hereunder prior to fulfillment of all the following conditions: (a) the admission of such Stock to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Stock under any state, federal or foreign law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator, in its absolute discretion, deems necessary or advisable; (c) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency, which the Administrator, in its absolute discretion, determines to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the PSUs as the Administrator may establish from time to time for reasons of administrative convenience.
19.Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.
20.Administrator Authority. Participant acknowledges that determination of the number of shares of Stock earned under this Award is subject to determination by the Administrator of achievement of the performance targets set forth on the Performance Schedule. The Administrator has the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon the Participant, the Company, the Employer and all other interested persons. No member of the Administrator is personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.
21.Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
22.Cancellation, Rescission and Recoupment of Award. Participant hereby acknowledges that this Award and any shares of Stock issued pursuant to this Award are subject to cancellation, rescission, clawback, repayment or other action at the discretion of the Board or the Committee as set forth in the provisions of the Plan regarding the clawback or recoupment of Awards in accordance with any clawback policy adopted by the Company pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, in the event of a restatement of incorrect financial results or if Participant is terminated for Cause. In addition, the Administrator has the discretion to require Participant to reimburse the Company for all or any portion of the Stock issued pursuant to this Award, or the value thereof, if:
9
December 2020

Exhibit 10.15        
Form of PSU Agreement
(a)the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement;
(b)in the view of the Board or the Committee, the Participant engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any substantial affiliate; and
(c)a lower vesting would have occurred based upon the restated financial results.
In each such instance, upon the determination of the Committee to require recoupment of a previously issued number of shares of Stock under this Agreement, the Company will, to the extent practicable and allowable under applicable laws, require reimbursement of any number of shares of Stock, or the value thereof, issued for the relevant period that exceeded the lower number of shares of Stock that would have been issued based on the restated financial results, except that the Company may not seek to recover shares of Stock issued more than three years prior to the date the applicable restatement is disclosed.

23.Section 409A Exemption. It is intended that the Award satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code provided under Treasury Regulation Section 1.409A-1(b)(4) (“Section 409A”) and comply with Section 409A, and the Award will be so interpreted and administered. Notwithstanding the foregoing, if the Company determines that the Award may not either be exempt from or compliant with Section 409A, the Company may, with the Participant’s prior written consent, adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) exempt the Award from Section 409A and preserve the intended tax treatment of the Award, or (ii) comply with the requirements of Section 409A, it being understood that the Company has no obligation to adopt any such amendment, policy or procedure or take any such other action, and in any event, no such action will reduce the amount of compensation that is owed to the Participant under this Award without the Participant’s prior written consent.
24.Agreement Severable. If any provision in this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
25.Notice of Governing Law. This Agreement will be governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.
26.Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof will not affect its right to require performance of such provision unless and until such performance has been waived in writing. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time.
10
December 2020

Exhibit 10.15        
Form of PSU Agreement
27.Notices. Any notice that either party hereto may be required or permitted to give the other must be in writing and may be delivered personally or by mail, postage prepaid, addressed to the Company, at the address provided below, and the Participant at his or her address as shown on the Company’s or the Employer’s payroll records, or to such other address as the Participant, by notice to the Company, may designate in writing from time to time.
To the Company:    VMware, Inc.
                3401 Hillview Avenue
                Palo Alto, CA 94304
                Attention: Legal Department
The Participant’s signature below indicates the Participant’s agreement and understanding that this Award is subject to and governed by the terms and conditions of the Plan and this Agreement including, without limitation, Section 22 above. The Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, which are incorporated herein by reference. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement.

PARTICIPANT
Signature
Print Name
Date:                         _______________________














11
December 2020

Exhibit 10.15        
Form of PSU Agreement
Exhibit A

Performance Schedule
12
December 2020
EX-21 6 vmw-1292021x10kex21.htm LIST OF SUBSIDIARIES Document
Exhibit 21
SUBSIDIARIES OF VMWARE, INC.
 

SUBSIDIARIES  
STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION
3401 Hillview LLC
  Delaware
A.W.S. Holding, LLCDelaware
AetherPal LLC
Delaware
AirWatch LLC
Delaware
Avi Networks B.V.Netherlands
Avi Networks India Private LimitedIndia
Avi Networks International, Inc.Delaware
Avi Networks, LLCDelaware
BitRock, Inc.Delaware
BitRock, S.L.Spain
Carbon Black, LLCDelaware
CloudHealth Technologies, LLC
Delaware
Datrium EMEA Ltd.
United Kingdom
Datrium Holdings, Inc.
Delaware
Datrium India Software Private Ltd.
India
Datrium, LLC
Delaware
GoPivotal (UK) Limited
United Kingdom
GoPivotal Singapore Pte. Limited
Singapore
GoPivotal Software India Private Limited
India
Lastline (UK) Limited
United Kingdom
Lastline G.K.
Japan
Lastline Technologies Private Limited
India
Lastline, LLC
Delaware
Nicira, Inc.
Delaware
Nyansa, Inc.
Delaware
Octarine Labs, LLC
Delaware
Pivotal Labs Sydney Pty Ltd
Australia
Pivotal Software Australia Pty Limited
Australia
Pivotal Software Deutschland GmbH
Germany
Pivotal Software, Inc.
Delaware
PT VMware Software Indonesia
Indonesia
Salt Stack, LLC
Delaware
Taiwan VMware Information Technology LLC
Taiwan
Uhana, LLC
Delaware
V M WARE EGYPT
Egypt
VeloCloud Networks Private Limited
India
Velocloud Networks, LLC
Delaware
Veriflow Systems, Inc.
Delaware
VMware Alpha LLC
Delaware
VMware Argentina S.R.L.
Argentina
VMware Australia Pty Ltd  
Australia
VMware Belgium
Belgium
VMware Bermuda Unlimited  
Ireland
VMware Bulgaria EOOD  
Bulgaria
VMware Canada ULC  
Canada
VMware Chile SpA
Chile
VMware Colombia SAS
Colombia


Exhibit 21
VMware Costa Rica Ltda.
Costa Rica
VMware Denmark ApS  
Denmark
VMware Eastern Europe 
Armenia
VMware France SAS  
France
VMware Global, Inc.  
Delaware
VMware Hong Kong Limited  
Hong Kong
VMware Information Technology (China) Co. Ltd  
China
VMware International Marketing Limited
Ireland
VMware International Spain, S.L.
Spain
VMware International Unlimited
Ireland
VMware Israel Ltd.  
Israel
VMware Italy S.r.l.  
Italy
VMware Korea Co., Ltd.
South Korea
VMware Malaysia SDN. BHD.
Malaysia
VMware Marketing Austria GmbH  
Austria
VMware Mexico S. de R.L. de C.V.
Mexico
VMware Middle East FZ-LLC
Dubai
VMware Netherlands B.V.  
Netherlands
VMware Norway AS
Norway
VMware NZ Company
New Zealand
VMWARE PHILIPPINES INC.
Philippines
VMware Poland sp. Z.o.o.
Poland
VMware QFC LLC
Qatar
VMware Rus LLC
Russia
VMware Saudi Limited
Saudi Arabia
VMware Singapore Pte. Ltd.  
Singapore
VMware Software e Serviços Brasil Ltda.
Brazil
VMware Software India Private Limited  
India
VMware South Africa (Pty) Ltd
South Africa
VMware Spain, S.L.  
Spain
VMware Sweden AB  
Sweden
VMware Switzerland GmbH  
Switzerland
VMware Technology Holdings Limited
Bermuda
VMware (Thailand) Co., Ltd.
Thailand
VMware Turkey Software Solutions and Services Company Limited
Turkey
VMware UK Limited  
United Kingdom
VMware, K.K.  
Japan

EX-23 7 vmw-1292021x10kex23.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Document
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-248622, 333-237409, 333-235401, 333-227273, 333-218640, 333-206114, 333-194148, 333-189491, 333-179680, 333-159747 and 333-145402) and Form S-3 (No. 333-237417) of VMware, Inc. of our report dated March 26, 2021 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 26, 2021

EX-31.1 8 vmw-1292021x10kex311.htm CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER Document
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zane Rowe, certify that:
1.I have reviewed this annual report on Form 10-K of VMware, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
i.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
ii.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
iii.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
iv.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
i.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
ii.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:March 26, 2021By:/s/ Zane Rowe
Zane Rowe
Chief Financial Officer, Interim Chief Executive Officer and Executive Vice President
(Principal Executive Officer)


EX-31.2 9 vmw-1292021x10kex312.htm CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER Document
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zane Rowe, certify that:
1.I have reviewed this annual report on Form 10-K of VMware, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
i.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
ii.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
iii.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
iv.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
i.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
ii.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:March 26, 2021By:/s/ Zane Rowe
 Zane Rowe
Chief Financial Officer, Interim Chief Executive Officer and Executive Vice President
(Principal Financial Officer)


EX-32.1 10 vmw-1292021x10kex321.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER Document
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Zane Rowe, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Annual Report of VMware, Inc. on Form 10-K for the fiscal year ended January 29, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of VMware, Inc.

Date:March 26, 2021By: /s/ Zane Rowe
 Zane Rowe
Chief Financial Officer, Interim Chief Executive Officer and Executive Vice President
(Principal Executive Officer)


EX-32.2 11 vmw-1292021x10kex322.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER Document
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Zane Rowe, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Annual Report of VMware, Inc. on Form 10-K for the fiscal year ended January 29, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of VMware, Inc.

Date:March 26, 2021By:/s/ Zane Rowe
Zane Rowe
Chief Financial Officer, Interim Chief Executive Officer and Executive Vice President
(Principal Financial Officer)


EX-101.SCH 12 vmw-20210129.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 000010001 - Document - Cover Page link:presentationLink link:calculationLink link:definitionLink 100010002 - Statement - CONSOLIDATED STATEMENTS OF INCOME link:presentationLink link:calculationLink link:definitionLink 100020003 - Statement - CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 100030004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME link:presentationLink link:calculationLink link:definitionLink 100040005 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) link:presentationLink link:calculationLink link:definitionLink 100050006 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 100060007 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) link:presentationLink link:calculationLink link:definitionLink 100070008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 100080009 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY link:presentationLink link:calculationLink link:definitionLink 210011001 - Disclosure - Overview and Basis of Presentation link:presentationLink link:calculationLink link:definitionLink 220022001 - Disclosure - Overview and Basis of Presentation (Policies) link:presentationLink link:calculationLink link:definitionLink 230033001 - Disclosure - Overview and Basis of Presentation (Tables) link:presentationLink link:calculationLink link:definitionLink 240044001 - Disclosure - Overview and Basis of Presentation (Basis of Presentation and Principles of Consolidation) (Details) link:presentationLink link:calculationLink link:definitionLink 240054002 - Disclosure - Overview and Basis of Presentation (Revenue Recognition) (Details) link:presentationLink link:calculationLink link:definitionLink 240064003 - Disclosure - Overview and Basis of Presentation (Property and Equipment, Net) (Details) link:presentationLink link:calculationLink link:definitionLink 240074004 - Disclosure - Overview and Basis of Presentation (Purchased Intangible Assets and Goodwill) (Details) link:presentationLink link:calculationLink link:definitionLink 240084005 - Disclosure - Overview and Basis of Presentation (Employee Benefit Plans) (Details) link:presentationLink link:calculationLink link:definitionLink 240094006 - Disclosure - Overview and Basis of Presentation (Advertising) (Details) link:presentationLink link:calculationLink link:definitionLink 240104007 - Disclosure - Overview and Basis of Presentation (Concentrations of Risks) (Details) link:presentationLink link:calculationLink link:definitionLink 210111002 - Disclosure - Pivotal Acquisition link:presentationLink link:calculationLink link:definitionLink 240124008 - Disclosure - Pivotal Acquisition (Details) link:presentationLink link:calculationLink link:definitionLink 210131003 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations link:presentationLink link:calculationLink link:definitionLink 230143002 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Tables) link:presentationLink link:calculationLink link:definitionLink 240154009 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 240164010 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Summary of Unearned Revenue) (Details) link:presentationLink link:calculationLink link:definitionLink 240174011 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Remaining Performance Obligations) (Details) link:presentationLink link:calculationLink link:definitionLink 240174011 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Remaining Performance Obligations) (Details) link:presentationLink link:calculationLink link:definitionLink 210181004 - Disclosure - Related Parties link:presentationLink link:calculationLink link:definitionLink 230193003 - Disclosure - Related Parties (Tables) link:presentationLink link:calculationLink link:definitionLink 240204012 - Disclosure - Related Parties (Transactions with Dell) (Details) link:presentationLink link:calculationLink link:definitionLink 240214013 - Disclosure - Related Parties (Schedule of Related Party Transactions) (Details) link:presentationLink link:calculationLink link:definitionLink 240224014 - Disclosure - Related Parties (Dell Financial Services) (Details) link:presentationLink link:calculationLink link:definitionLink 240234015 - Disclosure - Related Parties (Due To/From Related Parties, Net) (Details) link:presentationLink link:calculationLink link:definitionLink 240244016 - Disclosure - Related Parties (Special Dividend) (Details) link:presentationLink link:calculationLink link:definitionLink 240254017 - Disclosure - Related Parties (Note Payable to Dell) (Details) link:presentationLink link:calculationLink link:definitionLink 240264018 - Disclosure - Related Parties (Other Related Party Transactions) (Details) link:presentationLink link:calculationLink link:definitionLink 210271005 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 230283004 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 240294019 - Disclosure - Commitments and Contingencies (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 240304020 - Disclosure - Commitments and Contingencies Commitments and Contingencies (Operating Leases and Other Contractual Commitments) (Details) link:presentationLink link:calculationLink link:definitionLink 210311006 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill link:presentationLink link:calculationLink link:definitionLink 230323005 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Tables) link:presentationLink link:calculationLink link:definitionLink 240334021 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Business Combination) (Details) link:presentationLink link:calculationLink link:definitionLink 240344022 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Assets Acquired and Liabilities Assumed) (Details) link:presentationLink link:calculationLink link:definitionLink 240354023 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Intangible Assets Detail) (Details) link:presentationLink link:calculationLink link:definitionLink 240364024 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Roll-forward of Intangible Assets) (Details) link:presentationLink link:calculationLink link:definitionLink 240374025 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Amortization of Intangible Assets) (Details) link:presentationLink link:calculationLink link:definitionLink 240384026 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Changes in Carrying Amount of Goodwill) (Details) link:presentationLink link:calculationLink link:definitionLink 210391007 - Disclosure - Realignment link:presentationLink link:calculationLink link:definitionLink 230403006 - Disclosure - Realignment (Tables) link:presentationLink link:calculationLink link:definitionLink 240414027 - Disclosure - Realignment (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 240424028 - Disclosure - Realignment (Schedule of Restructuring Reserve) (Details) link:presentationLink link:calculationLink link:definitionLink 210431008 - Disclosure - Net Income Per Share link:presentationLink link:calculationLink link:definitionLink 230443007 - Disclosure - Net Income Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 240454029 - Disclosure - Net Income Per Share (Computations of Basic and Diluted Net Income Per Share) (Details) link:presentationLink link:calculationLink link:definitionLink 240464030 - Disclosure - Net Income Per Share (Anti-Dilutive Shares Excluded From Net Income) (Details) link:presentationLink link:calculationLink link:definitionLink 210471009 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments link:presentationLink link:calculationLink link:definitionLink 230483008 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Tables) link:presentationLink link:calculationLink link:definitionLink 240494031 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Cash and Cash Equivalents) (Details) link:presentationLink link:calculationLink link:definitionLink 240504032 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Restricted Cash) (Details) link:presentationLink link:calculationLink link:definitionLink 240514033 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Short-Term Investments) (Details) link:presentationLink link:calculationLink link:definitionLink 210521010 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 230533009 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 240544034 - Disclosure - Debt (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 240554035 - Disclosure - Debt (Carrying Value of Senior Notes) (Details) link:presentationLink link:calculationLink link:definitionLink 240554035 - Disclosure - Debt (Carrying Value of Senior Notes) (Details) link:presentationLink link:calculationLink link:definitionLink 210561011 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 230573010 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 240584036 - Disclosure - Fair Value Measurements (Fair Value Hierarchy) (Details) link:presentationLink link:calculationLink link:definitionLink 240594037 - Disclosure - Fair Value Measurements (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 210601012 - Disclosure - Derivatives and Hedging Activities link:presentationLink link:calculationLink link:definitionLink 240614038 - Disclosure - Derivatives and Hedging Activities (Details) link:presentationLink link:calculationLink link:definitionLink 210621013 - Disclosure - Property and Equipment, Net link:presentationLink link:calculationLink link:definitionLink 230633011 - Disclosure - Property and Equipment, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 240644039 - Disclosure - Property and Equipment, Net (Components of Property and Equipment) (Details) link:presentationLink link:calculationLink link:definitionLink 240654040 - Disclosure - Property and Equipment, Net (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 210661014 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 230673012 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 240684041 - Disclosure - Leases (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 240694042 - Disclosure - Leases (Lease Cost) (Details) link:presentationLink link:calculationLink link:definitionLink 240704043 - Disclosure - Leases (Lease Cash Flow) (Details) link:presentationLink link:calculationLink link:definitionLink 240714044 - Disclosure - Leases (Lease Assets and Liabilities) (Details) link:presentationLink link:calculationLink link:definitionLink 240724045 - Disclosure - Leases (Lease Term and Discount Rate) (Details) link:presentationLink link:calculationLink link:definitionLink 240734046 - Disclosure - Leases (Lease Liability Maturity) (Details) link:presentationLink link:calculationLink link:definitionLink 210741015 - Disclosure - Accrued Expenses and Other link:presentationLink link:calculationLink link:definitionLink 230753013 - Disclosure - Accrued Expenses and Other (Tables) link:presentationLink link:calculationLink link:definitionLink 240764047 - Disclosure - Accrued Expenses and Other (Components of Accrued Expenses) (Details) link:presentationLink link:calculationLink link:definitionLink 240774048 - Disclosure - Accrued Expenses and Other (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 210781016 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 230793014 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 240804049 - Disclosure - Income Taxes (Income (Loss) Before Income Taxes) (Details) link:presentationLink link:calculationLink link:definitionLink 240814050 - Disclosure - Income Taxes (Tax Expense (Benefit) by Jurisdiction) (Details) link:presentationLink link:calculationLink link:definitionLink 240824051 - Disclosure - Income Taxes (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 240834052 - Disclosure - Income Taxes (Effective Income Tax Rate Reconciliation) (Details) link:presentationLink link:calculationLink link:definitionLink 240844053 - Disclosure - Income Taxes (Deferred Tax Assets and Liabilities) (Details) link:presentationLink link:calculationLink link:definitionLink 240854054 - Disclosure - Income Taxes (Tax Sharing Agreement) (Details) link:presentationLink link:calculationLink link:definitionLink 240864055 - Disclosure - Income Taxes (Unrecognized Tax Benefits) (Details) link:presentationLink link:calculationLink link:definitionLink 210871017 - Disclosure - Stockholders' Equity link:presentationLink link:calculationLink link:definitionLink 230883015 - Disclosure - Stockholders' Equity (Tables) link:presentationLink link:calculationLink link:definitionLink 240894056 - Disclosure - Stockholders' Equity (Special Dividend) (Details) link:presentationLink link:calculationLink link:definitionLink 240904057 - Disclosure - Stockholders' Equity (Equity Plans) (Details) link:presentationLink link:calculationLink link:definitionLink 240914058 - Disclosure - Stockholders' Equity (Stock Repurchase Program) (Details) link:presentationLink link:calculationLink link:definitionLink 240924059 - Disclosure - Stockholders' Equity (Summary of Restricted Stock Activity) (Details) link:presentationLink link:calculationLink link:definitionLink 240934060 - Disclosure - Stockholders' Equity (Employee Stock Purchase Plan) (Details) link:presentationLink link:calculationLink link:definitionLink 240944061 - Disclosure - Stockholders' Equity (Summary of Stock Option Activity) (Details) link:presentationLink link:calculationLink link:definitionLink 240954062 - Disclosure - Stockholders' Equity (Shares Repurchased for Tax Withholdings) (Details) link:presentationLink link:calculationLink link:definitionLink 240964063 - Disclosure - Stockholders' Equity (Net Excess Tax Benefits) (Details) link:presentationLink link:calculationLink link:definitionLink 240974064 - Disclosure - Stockholders' Equity (Share-Based Compensation) (Details) link:presentationLink link:calculationLink link:definitionLink 240984065 - Disclosure - Stockholders' Equity (Share-Based Compensation Valuation Method) (Details) link:presentationLink link:calculationLink link:definitionLink 240994066 - Disclosure - Stockholders' Equity (Accumulated Other Comprehensive Income (Loss)) (Details) link:presentationLink link:calculationLink link:definitionLink 211001018 - Disclosure - Segment Information link:presentationLink link:calculationLink link:definitionLink 231013016 - Disclosure - Segment Information (Tables) link:presentationLink link:calculationLink link:definitionLink 241024067 - Disclosure - Segment Information (Schedule of Revenue by Type) (Details) link:presentationLink link:calculationLink link:definitionLink 241034068 - Disclosure - Segment Information (Schedule of Revenue by Geographic Area) (Details) link:presentationLink link:calculationLink link:definitionLink 241044069 - Disclosure - Segment Information (Schedule of Long-Lived Assets by Geographic Area) (Details) link:presentationLink link:calculationLink link:definitionLink 211051019 - Disclosure - Schedule II - Valuation and Qualifying Accounts link:presentationLink link:calculationLink link:definitionLink 241064070 - Disclosure - Schedule II - Valuation and Qualifying Accounts (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 13 vmw-20210129_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 14 vmw-20210129_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 15 vmw-20210129_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Intrinsic value of stock options outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Related Party [Axis] Related Party [Axis] Number of patents allegedly infringed upon Gain Contingency, Patents Allegedly Infringed upon, Number Due to/from related parties, net Increase (Decrease) In Due To/(From) Related Parties, Net Increase (Decrease) in Due to/(from) Related Parties, Net Cash, Cash Equivalents, Restricted Cash and Short-Term Investments Investments in Debt and Equity Instruments, Cash and Cash Equivalents, Unrealized and Realized Gains (Losses) [Text Block] Number of additional shares authorized from business acquisitions Number of additional shares authorized Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized Goodwill, purchase adjustments Goodwill, Purchase Accounting Adjustments Debt issuance costs Debt Issuance Costs, Gross Capitalized Software Development Costs Research, Development, and Computer Software, Policy [Policy Text Block] Statistical Measurement [Domain] Statistical Measurement [Domain] LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities and Equity [Abstract] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Transactions with Pivotal’s non-controlling stockholders Reduction of additional paid in capital Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders Amortization of ROU assets Finance Lease, Right-of-Use Asset, Amortization Nyansa, Inc. Nyansa, Inc. [Member] Nyansa, Inc. [Member] Security Exchange Name Security Exchange Name Net proceeds from issuance of long-term debt Proceeds from Issuance of Long-term Debt Sales and marketing Selling and Marketing Expense [Member] Schedule of Long-Lived Assets by Geographic Area Long-lived Assets by Geographic Areas [Table Text Block] Net unrecognized tax benefits, including interest and penalties Unrecognized Tax Benefits, Including Income Tax Penalties and Interest Accrued Unrecognized Tax Benefits, Including Income Tax Penalties and Interest Accrued Total current liabilities Liabilities, Current 2022 Other Commitment, to be Paid, Year One Performance Stock Units (PSUs) Performance Shares [Member] Outstanding, weighted-average grant date fair value (in USD per share) Outstanding, weighted-average grant date fair value (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Total future minimum lease payments Finance Lease, Liability, Payment, Due ASSETS Assets [Abstract] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Cash acquired from acquisition Cash Acquired from Acquisition Due to related parties, current Due to Related Parties, Current Operating cash flows from operating leases Operating Lease, Payments Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Equity Attributable to Pre-Combination Services Equity Attributable To Pre-Combination Services [Member] Equity Attributable To Pre-Combination Services [Member] Unrealized gains (losses), net of tax provision (benefit) of $— for all periods Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax VMware RSUs VMware RSUs [Member] VMware RSUs [Member] Weighted-Average Useful Lives (in years) Acquired Finite-lived Intangible Assets, Weighted Average Useful Life 4.65% Senior Note Due May 15, 2027 Note Due May 15, 2027 [Member] Note Due May 15, 2027 [Member] Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] 2022 Lessee, Operating Lease, Liability, to be Paid, Year One Class B Convertible Common Stock Class B Common Stock Common Class B [Member] Outstanding, Beginning balance (in shares) Outstanding, Ending balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 2025 Lessee, Operating Lease, Liability, to be Paid, Year Four Related party costs Related Party Transaction, Purchases from Related Party Fair Value Hierarchy Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Fair value of assumed unvested equity awards Unrecognized compensation cost for stock options and restricted stock Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Current Current State and Local Tax Expense (Benefit) Tax carryforward Tax Credit Carryforward, Amount Other comprehensive income (loss): Other Comprehensive Income (Loss), Net of Tax [Abstract] Common stock, par value (in USD per share) Common Stock, Par or Stated Value Per Share Other liabilities Other Liabilities, Noncurrent Deferred tax assets Deferred Income Tax Assets, Net Investment income Investment Income, Nonoperating Principal payments on finance lease obligations Financing cash flows from finance leases Finance Lease, Principal Payments Fair value vested in period Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] Net cash paid on disposition of a business Payments In Divestiture Of Business Payments In Divestiture Of Business Gain (loss) on forward contracts not designated as hedging instruments Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments Document Information [Table] Document Information [Table] Effect of exchange rate changes on cash, cash equivalents and restricted cash Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Concentration risk, percentage Concentration Risk, Percentage Options expiration period Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Statement [Line Items] Statement [Line Items] Antidilutive Securities Excluded from Computation of Net Income per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Class of Stock [Domain] Class of Stock [Domain] Line of credit term Debt Instrument, Term Statement [Table] Statement [Table] Type of Restructuring [Domain] Type of Restructuring [Domain] Statistical Measurement [Axis] Statistical Measurement [Axis] Deferred income taxes, net Deferred Income Taxes and Tax Credits Ireland IRELAND Text Block [Abstract] Text Block [Abstract] Repayments on credit facility Repayments of Long-term Lines of Credit India INDIA Unearned professional services revenue Professional services Services, Professional [Member] Services, Professional [Member] Weighted Average Weighted Average [Member] Entity Small Business Entity Small Business Principles of Consolidation Consolidation, Policy [Policy Text Block] Dell acting as OEM Dell Acting As OEM [Member] Dell Acting As OEM [Member] Total license and subscription and SaaS License And Subscription And SaaS Revenue [Member] License And Subscription And SaaS Revenue [Member] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Debt Debt Disclosure [Text Block] Asset Retirement Obligations Other Commitment, Fiscal Year Maturity [Abstract] Amendment Flag Amendment Flag 4.70% Senior Note Due May 15, 2030 Note Due May 15, 2030 [Member] Note Due May 15, 2030 [Member] Internal-use revenue Internal-Use Product And Services Revenues [Member] Internal-Use Product and Services Revenues [Member] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Unrecognized tax benefits, interest and penalties on income taxes accrued Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Number of shares authorized Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Number of shares available for grant Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Other Other Accrued Liabilities, Current Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $— for all periods Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax Realignment Restructuring and Related Activities Disclosure [Text Block] Cost of services revenue Cost Of Services Revenues [Member] Cost Of Services Revenues [Member] Allowance for Credit Losses Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] Employee Stock Purchase Plan, Activity Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity [Table Text Block] Business Acquisition Business Acquisition [Member] Business Acquisition [Member] Customer deposits included in accrued expenses and other Customer deposits Contract with Customer, Refund Liability, Current 2025 Purchase Obligation, to be Paid, Year Four Borrowings, net of issuance costs Proceeds from Short-term Debt Cash equivalents Cash Equivalents, at Carrying Value Derivative Instruments and Hedging Activities Derivatives, Policy [Policy Text Block] Legally binding minimum lease payments for leases signed but not yet commenced Lessee, Operating Lease, Lease Not Yet Commenced, Liability Lessee, Operating Lease, Lease Not Yet Commenced, Liability Repayment of current portion of long-term debt Repayments of Unsecured Debt Deferred tax assets: Deferred Tax Assets, Net of Valuation Allowance [Abstract] Income tax payable Accrued Income Taxes, Noncurrent Merger consideration payable to employees subject to specified future employment conditions Business Combination Compensation Expense Subject To Specified Future Employment Conditions Business Combination Compensation Expense Subject To Specified Future Employment Conditions Effect of dilutive securities (in shares) Weighted Average Number Diluted Shares Outstanding Adjustment Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Employee stock Employee Stock [Member] Summary of Restricted Stock Activity Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] Balance at Beginning of Period Balance at End of Period SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount Allowance for credit loss Accounts Receivable, Allowance for Credit Loss, Current Issuance of stock-based awards in acquisition Stock Issued During Period, Value, Acquisitions Excess tax benefits from stock-based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent Financial Services Financial Services [Member] Financial Services [Member] Income tax due to related parties, non-current Related Party Tax Expense, Due to Affiliates, Current Income Statement Location [Domain] Income Statement Location [Domain] 2023 Lessee, Operating Lease, Liability, to be Paid, Year Two State and Local Jurisdiction State and Local Jurisdiction [Member] Financing activities: Net Cash Provided by (Used in) Financing Activities [Abstract] Unearned revenue acquired with business combinations Contract with Customer, Liability, Increase (Decrease) for Contract Acquired in Business Combination Unearned revenue Deferred Tax Assets, Deferred Income Lease Cost, Cash Flow, Term and Discount Rate Lease, Cost [Table Text Block] 2024 Lessee, Operating Lease, Liability, to be Paid, Year Three Other assets Other Assets, Noncurrent Plan Name [Axis] Plan Name [Axis] Cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Concentration Risk [Table] Concentration Risk [Table] Stock Conversion Description [Axis] Stock Conversion Description [Axis] Total assets Assets Related Parties Related Party Transactions Disclosure [Text Block] Overview and Basis of Presentation Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] Outstanding (in shares) Outstanding (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Finance Leases Finance Lease, Liability, Payment, Due [Abstract] Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill Business Combinations Goodwill And Intangible Assets Net [Text Block] Business Combinations Goodwill And Intangible Assets Net [Text Block] Loss on disposition Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal Antidilutive Securities [Axis] Antidilutive Securities [Axis] Compensation expense Deferred Compensation Arrangement with Individual, Compensation Expense Investment at carrying value Equity Securities, FV-NI, Cost Investments, Debt and Equity Securities [Abstract] Investments, Debt and Equity Securities [Abstract] Concentrations of Risks Concentration Risk, Credit Risk, Policy [Policy Text Block] Other Other Intangible Assets [Member] Cash Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Operating Lease and Other Contractual Commitments Contractual Obligation, Fiscal Year Maturity [Table Text Block] Unrealized (gain) loss on equity securities, net Equity Securities, FV-NI, Unrealized Gain (Loss) Total liabilities Liabilities Expected volatility (as a percent) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Less: Imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Options vested and expected to vest, weighted average remaining contractual term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Stock Repurchase Program Schedule of Stock by Class [Table Text Block] 2026 Purchase Obligation, to be Paid, Year Five Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Unrecognized tax benefits, interest and penalties on income tax expense Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Level 1 Fair Value, Inputs, Level 1 [Member] Number of Units Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Increase (decrease) in valuation allowance Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Additional Paid-in Capital Additional Paid-in Capital [Member] Intangible and other non-current assets Deferred Tax Assets, Goodwill and Intangible Assets 2023 Purchase Obligation, to be Paid, Year Two Interest on lease liabilities Finance Lease, Interest Expense Number of asset acquisitions Number Of Asset Acquisitions Number Of Asset Acquisitions Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Common stock, shares outstanding (in shares) Balance (in shares) Balance (in shares) Common Stock, Shares, Outstanding Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] Developed technology rights and customer relationships Developed Technology Rights And Customer Relationships [Member] Developed Technology Rights And Customer Relationships [Member] Revolving Credit Facility Revolving Credit Facility [Member] Total income before income tax Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Forward contract maturity Derivative, Term of Contract Cash equivalents Cash Equivalents [Member] Outstanding, Beginning balance (in USD per share) Outstanding, Ending balance (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Business combinations, net of cash acquired, and purchases of intangible assets Cash payout, net of cash acquired Payments to Acquire Businesses, Net of Cash Acquired Common stock, shares authorized (in shares) Common Stock, Shares Authorized Percentage of controlling financial interest Business Acquisition, Percentage of Voting Interests Acquired Schedule of Revenue by Geographic Area Revenue from External Customers by Geographic Areas [Table Text Block] Deferred Deferred Federal Income Tax Expense (Benefit) State: State and Local Income Tax Expense (Benefit), Continuing Operations [Abstract] Income Statement [Abstract] Income Statement [Abstract] Distributor Two Distributor Two [Member] Distributor Two [Member] Accumulated Other Comprehensive Income (Loss) Total AOCI Attributable to Parent [Member] Line of credit term extension duration Debt Instrument, Term, Extension Term Debt Instrument, Term, Extension Term Receivables, payment terms Receivables, Payment Terms Receivables, Payment Terms Summary of Restricted Stock Expected to Vest Nonvested Restricted Stock Shares Activity [Table Text Block] Use of Accounting Estimates Use of Estimates, Policy [Policy Text Block] Income Tax Authority [Domain] Income Tax Authority [Domain] AetherPal Inc. AetherPal Inc. [Member] AetherPal Inc. [Member] Special Dividend Dividends Software Software and Software Development Costs [Member] Trademark infringement claims Loss Contingency, Trademarks Allegedly Infringed, Number Loss Contingency, Trademarks Allegedly Infringed, Number License Unearned license revenue License [Member] Restructuring Reserve [Roll Forward] Restructuring Reserve [Roll Forward] Counterparty Name [Domain] Counterparty Name [Domain] Additions to property and equipment Payments to Acquire Property, Plant, and Equipment Due from related parties, current Due from Related Parties, Current Property, Plant and Equipment [Abstract] Property, Plant and Equipment [Abstract] Remaining performance obligation percentage Revenue, Remaining Performance Obligation, Percentage Number of shares reserved for conversion Number of shares reserved for future issuance Common Stock, Capital Shares Reserved for Future Issuance Hedging Designation [Axis] Hedging Designation [Axis] Operating expenses: Operating Income (Loss) [Abstract] Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Goodwill impairment Goodwill, Impaired, Accumulated Impairment Loss Notes payable Notes Payable Notes Payable, Other Payables [Member] Tax provision (benefit) before reclassifications Other Comprehensive Income (Loss) before Reclassifications, Tax Short-term investments Investment at fair value included in short-term investments Equity Securities, FV-NI Entity [Domain] Entity [Domain] Shares repurchased for tax withholdings on vesting of restricted stock Payment, Tax Withholding, Share-based Payment Arrangement Designated As Hedging Instrument Designated as Hedging Instrument [Member] Issuance of restricted stock (in shares) Stock Issued During Period, Shares, Restricted Stock Award, Gross Increase in goodwill due to business combinations and related adjustments Goodwill, Acquired During Period Less: Other comprehensive income (loss) attributable to non-controlling interests Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest Unrealized gain on adjustment of investments to fair value Equity Securities, FV-NI, Unrealized Gain Property and equipment, useful life Property, Plant and Equipment, Useful Life Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Contribution from Dell Proceeds from Contributions from Parent Total Federal Income Tax Expense (Benefit), Continuing Operations Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Net deferred tax assets Deferred Tax Assets, Net Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table] Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table] Other Acquisitions Series of Individually Immaterial Business Acquisitions [Member] Restricted stock Restricted Stock Restricted Stock [Member] Accounts receivable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Lease liabilities, current Operating Lease, Liability, Current Revenue from External Customer [Line Items] Revenue from External Customer [Line Items] Federal: Federal Income Tax Expense (Benefit), Continuing Operations [Abstract] Finance leases Right-of-Use Asset Obtained in Exchange for Finance Lease Liability Conditional cash dividend Conditional Cash Dividend, Common Stock Conditional Cash Dividend, Common Stock Forfeited, weighted-average grant date fair value (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Stock Options, Valuation Assumptions Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Fair Value Measurements Fair Value Disclosures [Text Block] Accounts Receivable Accounts Receivable [Member] Customer deposits Contract with Customer, Refund Liability Approximate number of employees to be transferred to VMware Related Party, Number Of Employees Transferred To Company Related Party, Number Of Employees Transferred To Company Customer [Domain] Customer [Domain] Cumulative effect of adoption of new accounting pronouncements Cumulative Effect, Period of Adoption, Adjustment [Member] Land improvements Land Improvements [Member] Additional paid-in capital Additional Paid in Capital, Common Stock Entity Registrant Name Entity Registrant Name Business Acquisition [Line Items] Business Acquisition [Line Items] Operating leases Operating Lease, Weighted Average Discount Rate, Percent Concentration Risk [Line Items] Concentration Risk [Line Items] Weighted-average remaining lease term (in years) Weighted-Average Remaining Lease Term [Abstract] Weighted-Average Remaining Lease Term [Abstract] Less: unamortized debt issuance costs Debt Issuance Costs, Net Weighted-Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Less: Imputed interest Finance Lease, Liability, Undiscounted Excess Amount Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Special Dividend adjustment (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other Than Options, Other Adjustments Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Other Adjustments Cash and Cash Equivalents, Restricted Cash Schedule of Cash and Cash Equivalents [Table Text Block] Accounting Standards Update [Axis] Accounting Standards Update [Axis] Restricted cash within other assets Restricted Cash, Noncurrent Note Due August 2020 2.30% Senior Note Due August 21, 2020 Note Due August 2020 [Member] Note Due August 2020 [Member] Accounting Standards Update 2016-02 Accounting Standards Update 2016-02 [Member] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Total deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Restructuring Type [Axis] Restructuring Type [Axis] Accrued Expenses and Other Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] Goodwill Balance, beginning of the year Balance, end of the year Goodwill Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] Repurchase and retirement of common stock Aggregate purchase price Stock Repurchased and Retired During Period, Value Income taxes payable Increase (Decrease) in Income Taxes Payable Principal amount Debt Instrument, Face Amount Buildings and improvements Building and Building Improvements [Member] Other current assets Other Assets, Current Appraisal Action Appraisal Action [Member] Appraisal Action Schedule of Goodwill Schedule of Goodwill [Table Text Block] Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period Tax credit and net operating loss carryforwards Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Foreign statutory income tax rate, Ireland Effective Income Tax Rate, Foreign Subsidiary Statutory Rate Effective Income Tax Rate, Foreign Subsidiary Statutory Rate Non-cash items: Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Unearned revenue Contract with Customer, Liability, Current Accruals and other Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals Granted (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Repayment of term loan Repayment of term loan Repayments of Short-term Debt Derivative Contract [Domain] Derivative Contract [Domain] Schedule of Future Amortization Expense Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Weighted-average shares, diluted for Classes A and B (in shares) Weighted-average shares, diluted for Classes A and B (in shares) Weighted Average Number of Shares Outstanding, Diluted Number of debt instruments Debt Instrument, Number Of Instruments Debt Instrument, Number Of Instruments Conversion of Stock, Name [Domain] Conversion of Stock, Name [Domain] Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Debt Disclosure [Abstract] Debt Disclosure [Abstract] Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Sales and marketing Selling and Marketing Expense Unsecured Debt Unsecured Debt [Member] Long-term debt Repayments of Long-term Debt Net cash used in financing activities Net Cash Provided by (Used in) Financing Activities Short-term Debt, Type [Axis] Short-term Debt, Type [Axis] Thereafter Contractual Obligation, to be Paid, after Year Five Remaining performance obligation Revenue, Remaining Performance Obligation, Amount Revenues From External Customers And Long-Lived Assets [Line Items] Revenues from External Customers and Long-Lived Assets [Line Items] Balance, beginning of the year Balance, end of the year Unrecognized Tax Benefits Tax Credit Carryforward, Name [Domain] Tax Credit Carryforward, Name [Domain] Counterparty Name [Axis] Counterparty Name [Axis] Common stock Common Stock, Value, Issued Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Document Fiscal Year Focus Document Fiscal Year Focus 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Two Restricted cash within other current assets Restricted Cash, Current Cash and Cash Equivalents [Axis] Cash and Cash Equivalents [Axis] SaltStack, Inc. SaltStack, Inc. [Member] SaltStack, Inc. [Member] SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] Unrealized gain on equity securities without a readily determinable fair value Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Annual Amount Current portion of long-term debt Long-term Debt, Current Maturities Settlements Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Entity Current Reporting Status Entity Current Reporting Status Current portion of long-term debt and other borrowings Debt, Current Related Party Transaction [Axis] Related Party Transaction [Axis] Purchases of available-for-sale securities Payments to Acquire Debt Securities, Available-for-sale Net Income Per Share Earnings Per Share, Policy [Policy Text Block] Comprehensive income, net of taxes Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Lease Assets and Liabilities Assets And Liabilities, Lessee [Table Text Block] Assets And Liabilities, Lessee [Table Text Block] Blended price per share (in USD per share) Business Acquisition, Share Price Conversion ratio upon vesting Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Common stock, shares issued (in shares) Common Stock, Shares, Issued Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Completed technology Completed Technology [Member] Completed Technology [Member] Total lease liabilities Total lease liabilities Operating Lease, Liability Discrete tax benefit due to IP Transfer Effective Income Tax Rate Reconciliation, Discrete Tax Benefit Recognized On Transfer Of Intangible Assets, Percent Effective Income Tax Rate Reconciliation, Discrete Tax Benefit Recognized On Transfer Of Intangible Assets, Percent Deferred tax liabilities Deferred Tax Liabilities, Net Long-term debt Long-term Debt, Excluding Current Maturities Segment Reporting [Abstract] Segment Reporting [Abstract] 2025 Contractual Obligation, to be Paid, Year Four Debt Instrument [Line Items] Debt Instrument [Line Items] Total stockholders’ equity Balance Balance Stockholders' Equity Attributable to Parent Aggregate purchase consideration Total purchase price Business Combination, Consideration Transferred Number of positions eliminated Restructuring and Related Cost, Number of Positions Eliminated ESPP withholdings Other Employee-related Liabilities, Current Shares issued Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Entity Address, City or Town Entity Address, City or Town Accrued employee related expenses Employee-related Liabilities, Current ROU assets obtained in exchange for lease liabilities: Cash Flow, Financing Activities, Lessee [Abstract] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Share conversion ratio Business Combination, Share Conversion Ratio Business Combination, Share Conversion Ratio Restricted stock units RSUs Restricted Stock Units (RSUs) [Member] Damages awarded Loss Contingency, Damages Awarded, Value 2026 Lessee, Operating Lease, Liability, to be Paid, Year Five Accounting Standards Update [Domain] Accounting Standards Update [Domain] Short-term lease expense Short-term Lease, Cost Sale of marketable equity securities Proceeds From Sale Of Equity Securities, FV-NI Proceeds From Sale Of Equity Securities, FV-NI Payment for Special Dividend Payment for special dividend Payments of Dividends Valuation allowance Valuation allowance Deferred Tax Assets, Valuation Allowance Construction in progress Construction in Progress [Member] 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Three Revenue Recognition and Deferred Commissions Revenue from Contract with Customer [Policy Text Block] VMware 2007 Equity and Incentive Plan VMware Stock Options VMware 2007 Equity and Incentive Plan [Member] VMware 2007 Equity and Incentive Plan [Member] Lease liabilities, non-current Finance Lease, Liability, Noncurrent Payment for common control transaction with Dell Payment For Common Control Transaction With Related Party Payment For Common Control Transaction With Related Party Total other comprehensive income (loss) Total other comprehensive income (loss) Other comprehensive income (loss), net Other Comprehensive Income (Loss), Net of Tax Current period billings Contracts With Customer, Liability, Increase (Decrease) In Deferred Revenue From Billings Contracts With Customer, Liability, Increase (Decrease) In Deferred Revenue From Billings Leases [Abstract] Leases [Abstract] Tax (provision) benefit on reclassification of (gains) losses realized on available-for-sale securities Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax Cirba Inc. Vs. VMware Cirba Inc. Vs. VMware [Member] Cirba Inc. Vs. VMware [Member] 2025 Other Commitment, to be Paid, Year Four Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Total current assets Assets, Current Operating loss carryforwards Operating Loss Carryforwards Earnings Per Share [Abstract] Earnings Per Share [Abstract] Realignment Realignment Expense Restructuring Charges Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] 2.95% Senior Note Due August 21, 2022 Note Due August 2022 [Member] Note Due August 2022 [Member] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Property and equipment Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization State taxes, net of federal benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Noncontrolling interest Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value Transactions with Pivotal’s non-controlling stockholders Noncontrolling Interest, Increase from Subsidiary Equity Issuance Stockholders’ equity: Stockholders' Equity Attributable to Parent [Abstract] 2026 Finite-Lived Intangible Asset, Expected Amortization, Year Five Document Fiscal Period Focus Document Fiscal Period Focus Dell Technologies Inc. Dell Dell Technologies Inc. [Member] Dell Technologies Inc. [Member] Deferred Tax Asset [Domain] Deferred Tax Asset [Domain] Foreign currency effects Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation OEM Revenue Original Equipment Manufacturer Revenue [Member] Original Equipment Manufacturer Revenue [Member] Repurchase price as percent of principal Debt Instrument, Redemption Price, Percentage Entity Filer Category Entity Filer Category Summary of Components of Stock-Based Compensation Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] Common Stock Common Stock [Member] Foreign Currency Translation Adjustments Accumulated Foreign Currency Adjustment Attributable to Parent [Member] Product and Service [Domain] Deferred Revenue [Domain] Product and Service [Domain] Tax rate differential for non-U.S. jurisdictions Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Deferred commissions, current Capitalized Contract Cost, Net, Current Number of line of credit term extensions Debt Instrument, Term, Number Of Extensions Debt Instrument, Term, Number Of Extensions Unearned revenue Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Contract with Customer, Liability Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Contract with Customer, Liability Geographic Concentration Risk Geographic Concentration Risk [Member] Finance leases Finance Lease, Weighted Average Discount Rate, Percent Unrealized loss on equity securities without a readily determinable fair value Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount Payment to acquire non-controlling interests Proceeds from (Payments to) Noncontrolling Interests Leasehold improvements Leasehold Improvements [Member] Sales Revenue Benchmark Revenue Benchmark [Member] Term Loan Term Loan [Member] Term Loan [Member] Interest rate Debt Instrument, Interest Rate, Stated Percentage Remaining performance obligation period Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period Class A Common Stock Common Class A [Member] Schedule of Related Party Transactions Schedule of Payments Under the Income Tax Sharing Agreement Schedule of Related Party Transactions [Table Text Block] Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Subscription and SaaS Unearned subscription and SaaS revenue Subscription And SaaS Revenue [Member] Subscription And SaaS Revenue [Member] Net increase (decrease) in cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Pivotal Acquisition Business Combination Disclosure [Text Block] Employee stock options Share-based Payment Arrangement, Option [Member] Other assumed liabilities Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Other Liabilities Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Other Liabilities Foreign currency translation adjustments Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Deferred Deferred State and Local Income Tax Expense (Benefit) Severance-related costs Employee Severance [Member] Requisite service period Deferred Compensation Arrangement with Individual, Requisite Service Period Ownership [Domain] Ownership [Domain] Domestic Income (Loss) from Continuing Operations before Income Taxes, Domestic Cash paid for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Securities without readily determinable fair value Equity Securities without Readily Determinable Fair Value, Amount Balance Balance Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Proceeds from the initial public offering of Pivotal, net of issuance costs paid Proceeds from Issuance Initial Public Offering Fair market value at grant exercise price, percentage Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant Exercise Price, Percentage Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant Exercise Price, Percentage 2022 Finite-Lived Intangible Asset, Expected Amortization, Year One CloudHealth Technologies CloudHealth Technologies [Member] CloudHealth Technologies [Member] Carbon Black Carbon Black [Member] Carbon Black [Member] Class of Stock [Axis] Class of Stock [Axis] Cash paid for taxes, net Payments from VMware to Dell, net Income Taxes Paid, Net Company contributions Defined Contribution Plan, Employer Discretionary Contribution Amount (Gain) loss on disposition of assets, revaluation and impairment, net Gain (Loss) on Sale of Assets and Asset Impairment Charges Fair value of assumed unvested equity awards, pre-combination service cost Share-Based Payment Arrangement, Pre-Combination Service Cost, Amount Share-Based Payment Arrangement, Pre-Combination Service Cost, Amount Borrowings on credit facility, net of debt issuance costs Proceeds From Lines Of Credit, Net Of Issuance Costs Proceeds From Lines Of Credit, Net Of Issuance Costs Tax provision (benefit) on unrealized gains (losses) on derivatives Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax Accrued expenses and other Total Accrued Liabilities, Current Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B (in USD per share) Earnings Per Share, Diluted Sales of available-for-sale securities Proceeds from Sale of Debt Securities, Available-for-sale Equity Interest Type [Axis] Equity Interest Type [Axis] Summary of Unrecognized Tax Benefits Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Equity instruments issued in acquisition Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Purchased Intangible Assets and Goodwill Goodwill and Intangible Assets, Policy [Policy Text Block] Depreciation Depreciation Carrying Value of Senior Notes Schedule of Long-term Debt Instruments [Table Text Block] Entity Address, Address Line One Entity Address, Address Line One Emerging Growth Company Entity Emerging Growth Company Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Maximum Maximum [Member] Non-controlling Interests Noncontrolling Interest [Member] Stock-based compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost Effective tax rate Effective Income Tax Rate Reconciliation, Percent Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Dell subsidiary support and administrative costs Dell Subsidiary Support and Administrative Costs [Member] Dell subsidiary support and administrative costs [Member] Trading Symbol Trading Symbol Revenue and Receipts Revenue from related parties Revenue from Related Parties Accumulated Other Comprehensive Income [Table] Accumulated Other Comprehensive Income (Loss) [Table] Schedule Of Revenues From External Customers And Long-Lived Assets [Table] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Weighted-Average Remaining Contractual Terms (in years) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms Operating Leases Lessee, Operating Lease, Description [Abstract] Conversion ratio or awards upon acquisition Share-based Compensation Arrangement by Share-based Payment Award, Conversion Ratio Share-based Compensation Arrangement by Share-based Payment Award, Conversion Ratio Contract assets Contract with Customer, Asset, after Allowance for Credit Loss Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements [Abstract] Equipment Equipment [Member] Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Entity Shell Company Entity Shell Company Avi Networks, Inc. Avi Networks, Inc. [Member] Avi Networks, Inc. [Member] 2023 Finance Lease, Liability, to be Paid, Year Two Revenue contract term Revenue, Term Of Contract Revenue, Term Of Contract Expired (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price Number of shares authorized, anti-dilution adjustment Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Authorized, Anti-Dilution Adjustment Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Authorized, Anti-Dilution Adjustment Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract] Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract] Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract] Entity Public Float Entity Public Float Term loan maximum borrowing capacity Debt Instrument, Maximum Borrowing Capacity, Amount Debt Instrument, Maximum Borrowing Capacity, Amount Business Combinations Business Combinations Policy [Policy Text Block] Document Type Document Type 2026 Contractual Obligation, to be Paid, Year Five ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Other income (expense), net Other Nonoperating Income (Expense) Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Payables and Accruals [Abstract] Payables and Accruals [Abstract] Expected to vest Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Expected To Vest [Abstract] Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Expected To Vest Services Total services Service [Member] Schedule of Finite-Lived Intangible Assets Acquired Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] Proceeds from disposition of assets Proceeds From Disposition Of Assets Proceeds From Disposition Of Assets Vested, weighted-average grant date fair value (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Schedule of Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Leases Lessee, Leases [Policy Text Block] Total Contractual Obligation Financing fees Related Party Transaction, Expenses from Transactions with Related Party Accrued partner liabilities Accrued Partner Liabilities, Current Accrued Partner Liabilities, Current Line of Credit Line of Credit [Member] Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Tax positions related to current year/period: Unrecognized Tax Benefits, Tax Positions Relating to Current Period [Abstract] Unrecognized Tax Benefits, Tax Positions Relating to Current Period [Abstract] Derivatives and Hedging Activities Derivative Instruments and Hedging Activities Disclosure [Text Block] Proceeds from debt issuance Proceeds from Issuance of Debt Intangible assets, net Intangible Assets, Net (Excluding Goodwill) Trademarks and tradenames Trademarks and Trade Names [Member] Changes in fair value of available-for-sale securities: OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment and Tax [Abstract] Operating income Operating Income (Loss) Derecognized leasehold interest Operating Leases, Derecognition Of Leasehold Interest Operating Leases, Derecognition Of Leasehold Interest Summary of Unearned Revenue Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] Thereafter Purchase Obligation, to be Paid, after Year Five Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Contingencies (refer to Note E) Commitments and Contingencies Shares withheld for tax withholdings on vesting of restricted stock Stock repurchased during period, value Share-based Payment Arrangement, Decrease for Tax Withholding Obligation Repurchase of common stock Payments for Repurchase of Common Stock Finance Leases Lessee, Finance Lease, Description [Abstract] Award vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Furniture and fixtures Furniture and Fixtures [Member] Entity Address, State or Province Entity Address, State or Province Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Accounts payable Accounts Payable, Current Sublease income Sublease Income Retained earnings Retained Earnings (Accumulated Deficit) ROU assets, non-current Operating Lease, Right-of-Use Asset Repayment of credit facility Repayments of Lines of Credit Debt discount Less: unamortized discount Debt Instrument, Unamortized Discount Loss on extinguishment of debt Gain (Loss) on Extinguishment of Debt Weighted-average price (USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased Property, plant and equipment, net Deferred Tax Liabilities, Property, Plant and Equipment 2022 Finance Lease, Liability, to be Paid, Year One Conversion from Class B Common Stock into Class A Common Stock Conversion from Class B Common Stock into Class A Common Stock [Member] Conversion from Class B Common Stock into Class A Common Stock [Member] Tax positions related to prior years/period: Unrecognized Tax Benefits, Tax Positions Relating to Prior Periods [Abstract] Unrecognized Tax Benefits, Tax Positions Relating to Prior Periods [Abstract] Customer [Axis] Customer [Axis] Datrium, Inc. Datrium, Inc. [Member] Datrium, Inc. [Member] Foreign currency effects Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation Number of patents willfully infringed upon Loss Contingency, Patents Found Infringed, Number Income Taxes Income Tax, Policy [Policy Text Block] Hedging Designation [Domain] Hedging Designation [Domain] Lease expense Total lease expense Lease, Cost Options, exercisable, outstanding (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Employee Benefit Plans Employee Benefit Plan, Defined Contribution Program [Policy Text Block] Employee Benefit Plan, Defined Contribution Program [Policy Text Block] Unearned software maintenance revenue License and Maintenance [Member] Exchange rate ratio Business Acquisition, Shares Exchanged, Ratio Business Acquisition, Shares Exchanged, Ratio Stock-based compensation APIC, Share-based Payment Arrangement, Increase for Cost Recognition 4.50% Senior Note Due May 15, 2025 Note Due May 15, 2025 [Member] Note Due May 15, 2025 [Member] Revenue Revenue from Contract with Customer, Excluding Assessed Tax Thereafter Other Commitment, to be Paid, after Year Five Advertising expense Advertising Expense Share price (in USD per share) Share Price Investments in Equity Securities Investment, Policy [Policy Text Block] Accumulated depreciation Property, Plant, And Equipment And Finance Lease Right-Of-Use Asset, Accumulated Depreciation Property, Plant, And Equipment And Finance Lease Right-Of-Use Asset, Accumulated Depreciation Business Acquisition [Axis] Business Acquisition [Axis] Geographical [Domain] Geographical [Domain] Amortization of deferred commissions Capitalized Contract Cost, Amortization Issuance of VMware’s Class B common stock issued to Dell (in shares) Stock Issued During Period, Shares, Acquisitions Deferred Deferred Foreign Income Tax Expense (Benefit) Schedule of Income Taxes [Table] Schedule of Income Taxes [Table] Schedule of Income Taxes [Table] Entity Voluntary Filers Entity Voluntary Filers Customer deposits included in other liabilities Contract with Customer, Refund Liability, Noncurrent Tax Credit Carryforward [Axis] Tax Credit Carryforward [Axis] Thereafter Finite-Lived Intangible Asset, Expected Amortization, after Year Five Credit Facility [Axis] Credit Facility [Axis] Due from related parties, net, current Related Party Transaction, Due from (to) Related Party, Current Fair value of debt Debt Instrument, Fair Value Disclosure International Foreign Tax Authority [Member] Restructuring and Related Activities [Abstract] Restructuring and Related Activities [Abstract] Business Combinations [Abstract] Business Combinations [Abstract] Capital Loss Carryforward Capital Loss Carryforward [Member] Operating Leases Lessee, Operating Lease, Liability, Payment, Due [Abstract] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Pivotal Pivotal [Member] Pivotal [Member] Options, exercisable, weighted average remaining contractual term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Proceeds from issuance of common stock Proceeds from Issuance of Common Stock Goodwill [Roll Forward] Goodwill [Roll Forward] Computations of Basic and Diluted Net Income per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Due from related parties, net cash settlement period Related Party Transaction, Other Than Tax Obligation, Due To Or From Related Party, Cash Settlement Period Related Party Transaction, Other Than Tax Obligation, Due To Or From Related Party, Cash Settlement Period Leases Lessee, Finance Leases [Text Block] Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Remaining weighted average contractual duration Contract With Customer, Weighted Average Contractual Term Remaining Contract With Customer, Weighted Average Contractual Term Remaining Net cash provided by operating activities Net Cash Provided by (Used in) Operating Activities Entity Central Index Key Entity Central Index Key Related Party [Domain] Related Party [Domain] Patent infringement claims Loss Contingency, Patents Allegedly Infringed, Number Number of reportable units Number of Reporting Units Unrealized Gain (Loss) on Forward Contracts Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] ROU Assets Deferred Tax Liabilities, Right-Of-Use Assets Deferred Tax Liabilities, Right-Of-Use Assets Overview and Basis of Presentation [Line Items] Related Party Transaction [Line Items] Related Party Transaction [Line Items] Derivative Instrument [Axis] Derivative Instrument [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Investment at fair value included in other assets Equity Securities, Fv-Ni, Noncurrent Equity Securities, Fv-Ni, Noncurrent Schedule of Finite-Lived Intangible Assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Senior Notes Senior Notes [Member] Geographical [Axis] Geographical [Axis] Tax (provision) benefit on amounts reclassified from accumulated other comprehensive income Reclassification from AOCI, Current Period, Tax Tax Valuation Allowance Credited to Other Accounts SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Other Account Changes in fair value of effective foreign currency forward contracts: Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax [Abstract] Lastline, Inc. Lastline, Inc. [Member] Lastline, Inc. [Member] Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] 2024 Contractual Obligation, to be Paid, Year Three Borrowings under term loan, net of issuance costs Proceeds from Debt, Net of Issuance Costs Dell Majority Shareholder Majority Shareholder [Member] Income Statement Location [Axis] Income Statement Location [Axis] Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Weighted-average price per share (in USD per share) Treasury Stock Acquired, Average Cost Per Share Related party transaction, transition services period Related Party Transaction, Transition Services Period Related Party Transaction, Transition Services Period Current Current Federal Tax Expense (Benefit) Stockholders' Equity Note [Abstract] Stockholders' Equity Note [Abstract] Notional amount Derivative, Notional Amount Amortization expense Amortization expense Amortization of Intangible Assets Permanent items Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Percent Cash paid for taxes, net Proceeds from Income Tax Refunds Total State and Local Income Tax Expense (Benefit), Continuing Operations Segment Information Segment Reporting Disclosure [Text Block] Proceeds from issuance of common stock Stock Issued During Period, Value, New Issues U.S. tax credits Effective Income Tax Rate Reconciliation, Tax Credit, Percent Ford Ford Motor Company [Member] Ford Motor Company [Member] Operating cash flows from finance leases Finance Lease, Interest Payment on Liability Investment from Dell, net Adjustments To Additional Paid In Capital, Investment From Affiliate Adjustments To Additional Paid In Capital, Investment From Affiliate Title of 12(b) Security Title of 12(b) Security Components of Accrued Expenses Schedule of Accrued Liabilities [Table Text Block] Deferred tax liabilities, investments in equity securities Deferred Tax Liabilities, Investments Net Book Value Balance, beginning of the year Balance, end of the year Finite-Lived Intangible Assets, Net Long-lived assets by geographic area Long-Lived Assets Weighted-average fair value at grant (USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Vesting [Domain] Vesting [Domain] Finance Lease Liability Maturity Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] 2022 Contractual Obligation, to be Paid, Year One Interest expense Interest expense Interest Expense Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Research Tax Credit Carryforward Research Tax Credit Carryforward [Member] Depreciation and amortization Depreciation, Depletion and Amortization Short-term Investments Short-term Investments [Member] Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Aggregate number of shares seeking a judicial determination of fair value Number Of Shares Subject To Judicial Determination Of Fair Value Number Of Shares Subject To Judicial Determination Of Fair Value Product and Service [Axis] Deferred Revenue Arrangement Type [Axis] Product and Service [Axis] Pivotal Equity Plan Pivotal Stock Options Pivotal Equity Plan [Member] Pivotal Equity Plan [Member] 2026 Finance Lease, Liability, to be Paid, Year Five Weighted-average discount rate Weighted-Average Discount Rate [Abstract] Weighted-Average Discount Rate [Abstract] Weighted-average remaining recognition period Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Equity Interest Issued or Issuable, Type [Domain] Equity Interest Issued or Issuable, Type [Domain] International Non-US [Member] 2026 Other Commitment, to be Paid, Year Five Schedule of Income Taxes [Line Items] Schedule of Income Taxes [Line Items] [Line Items] for Schedule of Income Taxes [Table] Revenue recognized from amounts previously classified as unearned revenue Contract with Customer, Liability, Revenue Recognized Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Note payable to Dell Notes Payable, Related Parties, Noncurrent Accounts payable Increase (Decrease) in Accounts Payable Dividend paid per share (in USD per share) Common Stock, Dividends, Per Share, Cash Paid 3.90% Senior Note Due August 21, 2027 Note Due August 2027 [Member] Note Due August 2027 [Member] Term of lease contract Lease, Remaining Lease Term Lease, Remaining Lease Term Debt Instrument [Axis] Debt Instrument [Axis] Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Equity Attributable to Post Combination Services Equity Attributable To Post Combination Services [Member] Equity Attributable To Post Combination Services [Member] Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Class of Stock [Line Items] Class of Stock [Line Items] Accrued expenses and other liabilities Increase (Decrease) in Accrued Liabilities Adjustments to reconcile net income to net cash provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Litigation Case [Axis] Litigation Case [Axis] Revenue from Contract with Customer [Abstract] Revenue from Contract with Customer [Abstract] Variable lease expense Variable Lease, Cost Schedule of Investments [Line Items] Schedule of Investments [Line Items] Heptio Heptio [Member] Heptio [Member] Combined gain (loss) on settlement of forward contracts and the underlying foreign currency denominated assets and liabilities Derivative Gain (Loss) On Foreign Currency Forward Contracts And Underlying Foreign Currency Denominated Assets And Liabilities Combined gain (loss) on settlement of forward contracts and the underlying foregin currency denominated assets and liabilities Research and development Research and Development Expense Concentration Risk Type [Axis] Concentration Risk Type [Axis] Cost of subscription and SaaS revenue Cost Of Subscription And SaaS Revenue [Member] Cost Of Subscription And SaaS Revenue [Member] Cost of license revenue Cost Of License Revenues [Member] Cost Of License Revenues [Member] Operating lease liabilities Lease liabilities, non-current Operating Lease, Liability, Noncurrent 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Four Consideration held with a third-party paying agent Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Amount Held With Third Party Paying Agent Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Amount Held With Third Party Paying Agent Current assets: Assets, Current [Abstract] Goodwill expected to be deductible for tax purposes Business Acquisition, Goodwill, Expected Tax Deductible Amount Net excess tax benefits Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount Purchase Obligations Purchase Obligation, Fiscal Year Maturity [Abstract] Remaining authorized repurchase amount Stock Repurchase Program, Remaining Authorized Repurchase Amount Comprehensive income attributable to VMware, Inc. Comprehensive Income (Loss), Net of Tax, Attributable to Parent 2024 Finance Lease, Liability, to be Paid, Year Three Dividend yield (as a percent) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Tax Valuation Allowance Credited to Income Tax Provision SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction Legal Entity [Axis] Legal Entity [Axis] City Area Code City Area Code Cash paid for amounts included in the measurement of lease liabilities: Cash Flow, Operating Activities, Lessee [Abstract] Asset acquisition consideration transferred Asset Acquisition Consideration Transfered Asset Acquisition Consideration Transfered Income Tax Authority [Axis] Income Tax Authority [Axis] Document Period End Date Document Period End Date Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] Deferred commissions Deferred Tax Liabilities, Deferred Expense Finite-lived Intangible Assets [Roll Forward] Finite-lived Intangible Assets [Roll Forward] Number of Units (in shares) Share based Compensation Arrangement by Share based Payment Award Equity Instruments Other than Options Non vested Expected to Vest Number Share based Compensation Arrangement by Share based Payment Award Equity Instruments Other than Options Non vested Expected to Vest Number Software maintenance Services, Software Maintenance [Member] Services, Software Maintenance [Member] Authorized repurchase amount under stock repurchase program Stock Repurchase Program, Authorized Amount Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Net income Net income Net income (loss) Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Schedule of Revenue by Type Disaggregation of Revenue [Table Text Block] Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income (loss), net of tax (provision) benefit Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Total finance lease expense Finance Lease, Cost Finance Lease, Cost Equipment and software Equipment And Software [Member] Equipment And Software [Member] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Stock-based compensation Share-based Payment Arrangement, Noncash Expense State Net Operating Loss Carryforwards, State R&D Tax Credits, Capital Losses, and Certain non-U.S. Net Operating Losses State Net Operating Loss Carryforwards, State R&D Tax Credits, Capital Losses, and Certain non-U.S. Net Operating Losses [Member] State Net Operating Loss Carryforwards, State R&D Tax Credits, Capital Losses, and Certain non-U.S. Net Operating Losses [Member] Cover [Abstract] Cover [Abstract] Note, December 2022 Dell Note Due December 2022 [Member] Dell Note Due December 2022 [Member] Repurchase and retirement of common stock (in shares) Class A common shares repurchased (in shares) Stock Repurchased and Retired During Period, Shares Unrealized gains (losses), net of tax provision (benefit) of $—, $— and $— Other Comprehensive Income (Loss), before Reclassifications, Net of Tax Schedule of Income before Income Tax Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Assets Benchmark Assets Benchmark [Member] Assets Benchmark [Member] Cash and Cash Equivalents [Domain] Cash and Cash Equivalents [Domain] Long-term debt Net carrying amount Long-term Debt Unearned revenue Increase (Decrease) in Contract with Customer, Liability Leases Lessee, Operating Leases [Text Block] Leasehold interest Leases, Acquired-in-Place [Member] Reseller revenue Product Or Service Sold Pursuant To Reseller Arrangement Member [Member] Product Or Service Sold Pursuant To Reseller Arrangement Member [Member] Aggregate purchase consideration (in USD per share) Business Combination, Consideration Transferred, Per Share Business Combination, Consideration Transferred, Per Share ESPP VMware Employee Stock Purchase Plan [Member] VMware Employee Stock Purchase Plan [Member] Customer relationships and customer lists Customer Relationships [Member] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Cost of revenue Cost of Goods and Services Sold California CALIFORNIA Finance lease expense: Lease, Cost [Abstract] Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $—, $— and $10 Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax Equity Components [Axis] Equity Components [Axis] Equity Components [Axis] Net change in fair value of effective foreign currency forward contracts Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax Pivotal ESPP Pivotal Employee Stock Purchase Plan [Member] Pivotal Employee Stock Purchase Plan [Member] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Gross deferred tax assets Deferred Tax Assets, Gross Minimum Minimum [Member] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Total assets acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets Property and equipment, net Total property and equipment, net Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization Less: Net loss attributable to non-controlling interests Net Income (Loss) Attributable to Noncontrolling Interest Entity Interactive Data Current Entity Interactive Data Current United States UNITED STATES Exercised (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Revenue: Revenues [Abstract] Operating activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Summary of Stock Option Activity Share-based Payment Arrangement, Option, Activity [Table Text Block] Total Purchase Obligation Maturities of available-for-sale securities Proceeds from Maturities, Prepayments and Calls of Debt Securities, Available-for-sale Accounting for Stock-Based Compensation Share-based Payment Arrangement [Policy Text Block] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Current Current Foreign Tax Expense (Benefit) 2024 Purchase Obligation, to be Paid, Year Three Derivative [Table] Derivative [Table] Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Total deferred tax liabilities Deferred Tax Liabilities, Gross Advertising Advertising Cost [Policy Text Block] Schedule of Investments [Table] Schedule of Investments [Table] Number of reportable segments Number of Reportable Segments Excess of purchase consideration paid and accrued over carrying value of noncontrolling interests Business Combination, Excess Of Consideration Accrued And Paid Over Carrying Value Of Noncontrolling Interest Business Combination, Excess Of Consideration Accrued And Paid Over Carrying Value Of Noncontrolling Interest Reduction in total unrecognized tax benefits reasonably possible within next 12 months, minimum Decrease in Unrecognized Tax Benefits is Reasonably Possible Tax Valuation Allowance Charged to Income Tax Provision SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense Effective Interest Rate Debt Instrument, Interest Rate, Effective Percentage Research and development Research and Development Expense [Member] Lease liabilities Deferred Tax Assets, Operating Lease, Liability Deferred Tax Assets, Operating Lease, Liability Purchases of strategic investments Payments to Acquire Other Investments Not Designated As Hedging Instrument Not Designated as Hedging Instrument [Member] Award requisite service period (in years) Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Requisite Service Period Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Requisite Service Period Accounts receivable, net of allowance of $5 and $7 Accounts Receivable, after Allowance for Credit Loss, Current Total future minimum lease payments Lessee, Operating Lease, Liability, to be Paid Outstanding ownership percentage of VMware controlled by Dell Noncontrolling Interest, Ownership Percentage by Parent Other assets, net Deferred Tax Assets, Other Foreign Currency Remeasurement and Translation Foreign Currency Transactions and Translations Policy [Policy Text Block] Deferred tax asset, intra-entity transfer other than inventory Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory 2023 Other Commitment, to be Paid, Year Two Utilization Payments for Restructuring Fair market value at grant purchase price, percentage Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant Purchase Price, Percentage Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant Purchase Price, Percentage Document Transition Report Document Transition Report Employee Stock Purchase Plan, Valuation Assumptions Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] Number of shares available for grant, anti-dilution adjustment Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant, Anti-Dilution Adjustment Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant, Anti-Dilution Adjustment Level 2 Fair Value, Inputs, Level 2 [Member] Vesting [Axis] Vesting [Axis] Foreign: Foreign Income Tax Expense (Benefit), Continuing Operations [Abstract] General and administrative General and Administrative Expense [Member] Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Options vested and expected to vest, outstanding (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Credit Facility [Domain] Credit Facility [Domain] Tax sharing agreement Tax Sharing Agreement [Member] Tax Sharing Agreement [Member] Litigation Case [Domain] Litigation Case [Domain] Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B (in USD per share) Earnings Per Share, Basic Unrecognized tax benefits that would impact effective tax rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate Total Foreign Income Tax Expense (Benefit), Continuing Operations Expected term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Entity File Number Entity File Number Expired (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period Operating leases Operating Lease, Weighted Average Remaining Lease Term Investment at fair value Equity Securities, Fv-Ni, Current And Noncurrent Equity Securities, Fv-Ni, Current And Noncurrent Additions to intangible assets related to business combinations Finite-lived Intangible Assets Acquired Restricted stock unit conversion into common stock (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Other Than Options, Conversion Rate To Common Stock Share-based Compensation Arrangement by Share-based Payment Award, Other Than Options, Conversion Rate Stock-based compensation Share-based Payment Arrangement, Expense Number of petitioners Loss Contingency, Number of Plaintiffs VMware's outstanding common stock controlled by Dell (in shares) Noncontrolling Interest, Ownership By Parent, Shares Noncontrolling Interest, Ownership By Parent, Shares Aggregate Intrinsic Value Share based Compensation Arrangement by Share based Payment Award Equity Instruments Other than Options Aggregate Intrinsic Value Non vested Expected to Vest Share based Compensation Arrangement by Share based Payment Award Equity Instruments Other than Options Aggregate Intrinsic Value Non vested Expected to Vest Cash proceeds Stock Issued During Period, Value, Employee Stock Purchase Plan Balance Sheet Location [Axis] Balance Sheet Location [Axis] Deferred commissions, non-current Capitalized Contract Cost, Net, Noncurrent Changes in tax withholdings on vesting of restricted stock, accrued but not paid Increase (Decrease) In Accrued Tax Withholdings For Vesting Of Restricted Stock Increase (Decrease) In Accrued Tax Withholdings For Vesting Of Restricted Stock Document Annual Report Document Annual Report Distributor One Distributor One [Member] Distributor One [Member] Accrual for amounts owed to dissenting shareholders Business Combination, Consideration Transferred, Accrual For Dissenting Shareholders Business Combination, Consideration Transferred, Accrual For Dissenting Shareholders Income tax benefit Share-based Payment Arrangement, Expense, Tax Benefit Deferred compensation plan assets Deferred Compensation Plan Assets 2025 Finance Lease, Liability, to be Paid, Year Four Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Granted, weighted-average grant date fair value (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Short-term debt Short-term Debt Investing activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Revenue from External Customers by Products and Services [Table] Revenue from External Customers by Products and Services [Table] Foreign Exchange Forward Foreign Exchange Forward [Member] Valuation Allowance by Deferred Tax Asset [Axis] Valuation Allowance by Deferred Tax Asset [Axis] Credit from tax sharing arrangement Increase (decrease) to stockholders' equity from tax sharing agreement Adjustments To Additional Paid In Capital, Tax Sharing Arrangement Adjustments To Additional Paid In Capital, Tax Sharing Arrangement Collaborative technology project receipts Collaborative Technology Project Receipts [Member] Collaborative Technology Project Receipts [Member] Accounts receivable Increase (Decrease) in Accounts Receivable Other acquired assets Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Other Assets Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Other Assets Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Total liabilities and stockholders’ equity Liabilities and Equity Number of other acquisitions Number of Businesses Acquired Loss Contingencies [Line Items] Loss Contingencies [Line Items] Accumulated other comprehensive loss Accumulated Other Comprehensive Income (Loss), Net of Tax Income Taxes Income Tax Disclosure [Text Block] 2024 Other Commitment, to be Paid, Year Three Reductions resulting from a lapse of the statute of limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Operating lease expense Operating Lease, Cost Time deposits Bank Time Deposits [Member] Fair value of assets acquired and liabilities assumed Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net Total liabilities assumed Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Hedging Relationship [Axis] Hedging Relationship [Axis] General and administrative General and Administrative Expense Deferred tax liabilities: Deferred Tax Liabilities, Gross [Abstract] Special Dividend adjustment (in shares) Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Other Adjustments Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Adjustments Anti-dilutive securities, amount (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Combined voting power of outstanding stock (as a percentage) Noncontrolling Interest, Ownership Percentage By Parent, Voting Interest Held Noncontrolling Interest, Ownership Percentage By Parent, Voting Interest Held Finance leases Finance Lease, Weighted Average Remaining Lease Term Other Other Noncash Income (Expense) Additions Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Additions Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Useful lives (in years) Weighted-Average Useful Lives (in years) Finite-Lived Intangible Asset, Useful Life Equity Component [Domain] Equity Component [Domain] Equity Component [Domain] Net change in fair value of available-for-sale securities OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment and Tax Entity Tax Identification Number Entity Tax Identification Number Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Amount paid to the petitioners Loss Contingency, Damages Paid, Value Net income attributable to VMware, Inc. Net income attributable to VMware, Inc. Net Income (Loss) Attributable to Parent Changes in assets and liabilities, net of acquisitions: Increase (Decrease) in Operating Capital [Abstract] Percentage of revenues Percentage Of Revenues Percentage Of Revenues Total Contractual Obligation, Fiscal Year Maturity [Abstract] Payments to dissenting stockholders Payments to Noncontrolling Interests Due from related parties, net Due From Related Parties, Net, Current Due From Related Parties, Net, Current Pivotal RSUs Pivotal RSUs [Member] Pivotal RSUs [Member] Current Fiscal Year End Date Current Fiscal Year End Date Changes in capital additions, accrued but not paid Increase (Decrease) In Capital Additions, Accrued But Not Yet Paid Increase (Decrease) In Capital Additions, Accrued But Not Yet Paid Total lease liabilities Total lease liabilities Finance Lease, Liability Purchases and leases of products and purchases of services Purchases of Products and Services [Member] Purchases of Products and Services [Member] Intangible assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill Accumulated Other Comprehensive Income [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Cash equivalents: Cash and Cash Equivalents [Abstract] Purchased technology Developed Technology Rights [Member] Number of Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Thereafter Finance Lease, Liability, to be Paid, after Year Five Unearned revenue Contract with Customer, Liability, Noncurrent Options minimum exercise price as percentage of fair value on grant date Share Based Compensation Arrangement By Share Based Payment Award Options Minimum Exercise Price as Percentage of Fair Value on Grant Date Share Based Compensation Arrangement By Share Based Payment Award Options Minimum Exercise Price as Percentage of Fair Value on Grant Date Supplemental disclosures of cash flow information: Supplemental Cash Flow Information [Abstract] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Class A common shares purchased (shares) Stock Issued During Period, Shares, Employee Stock Purchase Plans Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Transition tax, payment period Tax Cuts And Jobs Act, Transition Tax, Payment Period Tax Cuts And Jobs Act, Transition Tax, Payment Period Property and Equipment, Net Property, Plant and Equipment [Table Text Block] Proceeds from issuance of common stock (in shares) Stock Issued During Period, Shares, New Issues Gross Carrying Amount Finite-Lived Intangible Assets, Gross Money-market funds Money Market Funds [Member] Options, vested and expected to vest, intrinsic value Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value Common control transaction with Dell Common Control Transaction With Related Party Common Control Transaction With Related Party Other Acquisitions Series of Business Acquisitions [Member] Series of Business Acquisitions [Member] Related Party Transactions [Abstract] Related Party Transactions [Abstract] ROU assets, non-current Finance Lease, Right-of-Use Asset, after Accumulated Amortization Hedging Relationship [Domain] Hedging Relationship [Domain] Operating Lease Liability Maturity Lessee, Operating Lease, Liability, Maturity [Table Text Block] Retrospective Combination of Historical Financial Statements and Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Issuance of VMware Class B common stock for Pivotal Class B common stock held by Dell Stock Issued Weighted-average shares, basic for Classes A and B (in shares) Weighted Average Number of Shares Outstanding, Basic Risk-free interest rate (as a percent) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Forfeited (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price Ownership [Axis] Ownership [Axis] Document Information [Line Items] Document Information [Line Items] Cash and Cash Equivalents Cash and Cash Equivalents [Member] Balance as of beginning of period Balance as of end of period Restructuring Reserve, Current Cash Flow Hedging Cash Flow Hedging [Member] Loss Contingencies [Table] Loss Contingencies [Table] Plan Name [Domain] Plan Name [Domain] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Revenue, Unearned Revenue and Remaining Performance Obligations Revenue from Contract with Customer [Text Block] Operating leases Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Stockholders' Equity Shareholders' Equity and Share-based Payments [Text Block] Cash and Cash Equivalents, Short-Term Investments, and Restricted Cash Cash and Cash Equivalents, Policy [Policy Text Block] Income tax provision (benefit) Total provision (benefit) for income taxes Income Tax Expense (Benefit) Cash, cash equivalents and restricted cash at beginning of the period Cash, cash equivalents and restricted cash at end of the period Total cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Property and Equipment, Net Property, Plant and Equipment, Policy [Policy Text Block] 2023 Contractual Obligation, to be Paid, Year Two Lease liabilities, current Finance Lease, Liability, Current Local Phone Number Local Phone Number Net cash payout to noncontrolling interest holders Payments to Acquire Businesses, Gross Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Instruments and Hedging Activities Disclosure [Abstract] Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] Vesting at the end of first year Share-based Payment Arrangement, Tranche One [Member] Options, exercisable, intrinsic value Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Derivative [Line Items] Derivative [Line Items] Long-term debt Long-term Debt, Gross Reductions Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Unearned revenue Unearned Revenue Contract with Customer, Liability Related Party Transaction [Domain] Related Party Transaction [Domain] Other current assets and other assets Increase (Decrease) in Other Operating Assets Schedule II - Valuation and Qualifying Accounts SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table] Total stock-based compensation, net of tax Share-based Payment Arrangement, Expense, after Tax Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Tax (provision) benefit on reclassification of gains (losses) realized on derivatives Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax Consideration held in escrow Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Amount Held In Escrow Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Amount Held In Escrow Credit facility maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Award Type [Axis] Award Type [Axis] IRS Internal Revenue Service (IRS) [Member] Weighted-Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Minimum percentage of total outstanding common stock owned required before automatic conversion Minimum Percentage of Total Outstanding Common Stock Owned Required Before Automatic Conversion Minimum Percentage of Total Outstanding Common Stock Owned Required Before Automatic Conversion Fair value of restricted stock-based awards, vested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value Aggregate intrinsic value, nonvested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested 2022 Purchase Obligation, to be Paid, Year One Distributor Three Distributor Three [Member] Distributor Three [Member] Retained Earnings Retained Earnings [Member] Short-term Debt, Type [Domain] Short-term Debt, Type [Domain] Net cash provided by (used in) investing activities Net Cash Provided by (Used in) Investing Activities Award Type [Domain] Award Type [Domain] Summary of Accrued Realignment Charges Schedule of Restructuring Reserve by Type of Cost [Table Text Block] Options, exercisable, weighted average exercise price (USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Property and Equipment, Net Property, Plant and Equipment Disclosure [Text Block] Total Other Commitment Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Net Income Per Share Earnings Per Share [Text Block] Current liabilities: Liabilities, Current [Abstract] Statutory federal tax rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent VMware VMware, Inc. [Member] VMware, Inc. [Member] Shares withheld for tax withholdings on vesting of restricted stock (in shares) Stock repurchased during period (in shares) Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation Options vested and expected to vest, weighted average exercise price (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price Borrowings under credit facility, net of issuance costs Proceeds from Lines of Credit Recently Adopted Accounting Standards and New Accounting Pronouncement New Accounting Pronouncements, Policy [Policy Text Block] Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Short-term investments Short-term Investments EX-101.PRE 16 vmw-20210129_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 17 vmw-20210129_g1.jpg begin 644 vmw-20210129_g1.jpg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end XML 18 vmw-20210129_htm.xml IDEA: XBRL DOCUMENT 0001124610 2020-02-01 2021-01-29 0001124610 2020-07-31 0001124610 us-gaap:CommonClassAMember 2021-03-16 0001124610 us-gaap:CommonClassBMember 2021-03-16 0001124610 us-gaap:LicenseMember 2020-02-01 2021-01-29 0001124610 us-gaap:LicenseMember 2019-02-02 2020-01-31 0001124610 us-gaap:LicenseMember 2018-02-03 2019-02-01 0001124610 vmw:SubscriptionAndSaaSRevenueMember 2020-02-01 2021-01-29 0001124610 vmw:SubscriptionAndSaaSRevenueMember 2019-02-02 2020-01-31 0001124610 vmw:SubscriptionAndSaaSRevenueMember 2018-02-03 2019-02-01 0001124610 us-gaap:ServiceMember 2020-02-01 2021-01-29 0001124610 us-gaap:ServiceMember 2019-02-02 2020-01-31 0001124610 us-gaap:ServiceMember 2018-02-03 2019-02-01 0001124610 2019-02-02 2020-01-31 0001124610 2018-02-03 2019-02-01 0001124610 us-gaap:LicenseMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 us-gaap:LicenseMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 us-gaap:LicenseMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 vmw:SubscriptionAndSaaSRevenueMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:SubscriptionAndSaaSRevenueMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:SubscriptionAndSaaSRevenueMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 us-gaap:ServiceMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 us-gaap:ServiceMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 us-gaap:ServiceMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 vmw:CostOfLicenseRevenuesMember 2020-02-01 2021-01-29 0001124610 vmw:CostOfLicenseRevenuesMember 2019-02-02 2020-01-31 0001124610 vmw:CostOfLicenseRevenuesMember 2018-02-03 2019-02-01 0001124610 vmw:CostOfSubscriptionAndSaaSRevenueMember 2020-02-01 2021-01-29 0001124610 vmw:CostOfSubscriptionAndSaaSRevenueMember 2019-02-02 2020-01-31 0001124610 vmw:CostOfSubscriptionAndSaaSRevenueMember 2018-02-03 2019-02-01 0001124610 vmw:CostOfServicesRevenuesMember 2020-02-01 2021-01-29 0001124610 vmw:CostOfServicesRevenuesMember 2019-02-02 2020-01-31 0001124610 vmw:CostOfServicesRevenuesMember 2018-02-03 2019-02-01 0001124610 us-gaap:ResearchAndDevelopmentExpenseMember 2020-02-01 2021-01-29 0001124610 us-gaap:ResearchAndDevelopmentExpenseMember 2019-02-02 2020-01-31 0001124610 us-gaap:ResearchAndDevelopmentExpenseMember 2018-02-03 2019-02-01 0001124610 us-gaap:SellingAndMarketingExpenseMember 2020-02-01 2021-01-29 0001124610 us-gaap:SellingAndMarketingExpenseMember 2019-02-02 2020-01-31 0001124610 us-gaap:SellingAndMarketingExpenseMember 2018-02-03 2019-02-01 0001124610 us-gaap:GeneralAndAdministrativeExpenseMember 2020-02-01 2021-01-29 0001124610 us-gaap:GeneralAndAdministrativeExpenseMember 2019-02-02 2020-01-31 0001124610 us-gaap:GeneralAndAdministrativeExpenseMember 2018-02-03 2019-02-01 0001124610 2021-01-29 0001124610 2020-01-31 0001124610 us-gaap:CommonClassAMember 2021-01-29 0001124610 us-gaap:CommonClassAMember 2020-01-31 0001124610 us-gaap:CommonClassBMember 2021-01-29 0001124610 us-gaap:CommonClassBMember 2020-01-31 0001124610 2019-02-01 0001124610 2018-02-02 0001124610 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2018-02-02 0001124610 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2018-02-02 0001124610 us-gaap:AdditionalPaidInCapitalMember 2018-02-02 0001124610 us-gaap:RetainedEarningsMember 2018-02-02 0001124610 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-02-02 0001124610 us-gaap:NoncontrollingInterestMember 2018-02-02 0001124610 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2018-02-02 0001124610 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-02-02 0001124610 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2018-02-02 0001124610 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2018-02-03 2019-02-01 0001124610 us-gaap:AdditionalPaidInCapitalMember 2018-02-03 2019-02-01 0001124610 us-gaap:NoncontrollingInterestMember 2018-02-03 2019-02-01 0001124610 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-02-03 2019-02-01 0001124610 us-gaap:RetainedEarningsMember 2018-02-03 2019-02-01 0001124610 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2019-02-01 0001124610 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-02-01 0001124610 us-gaap:AdditionalPaidInCapitalMember 2019-02-01 0001124610 us-gaap:RetainedEarningsMember 2019-02-01 0001124610 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-02-01 0001124610 us-gaap:NoncontrollingInterestMember 2019-02-01 0001124610 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2019-02-01 0001124610 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-02-01 0001124610 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2019-02-02 2020-01-31 0001124610 us-gaap:AdditionalPaidInCapitalMember 2019-02-02 2020-01-31 0001124610 us-gaap:RetainedEarningsMember 2019-02-02 2020-01-31 0001124610 us-gaap:NoncontrollingInterestMember 2019-02-02 2020-01-31 0001124610 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-02-02 2020-01-31 0001124610 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-02-02 2020-01-31 0001124610 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-01-31 0001124610 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-01-31 0001124610 us-gaap:AdditionalPaidInCapitalMember 2020-01-31 0001124610 us-gaap:RetainedEarningsMember 2020-01-31 0001124610 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-31 0001124610 us-gaap:NoncontrollingInterestMember 2020-01-31 0001124610 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-02-01 2021-01-29 0001124610 us-gaap:AdditionalPaidInCapitalMember 2020-02-01 2021-01-29 0001124610 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-02-01 2021-01-29 0001124610 us-gaap:RetainedEarningsMember 2020-02-01 2021-01-29 0001124610 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-29 0001124610 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-01-29 0001124610 us-gaap:AdditionalPaidInCapitalMember 2021-01-29 0001124610 us-gaap:RetainedEarningsMember 2021-01-29 0001124610 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-29 0001124610 us-gaap:NoncontrollingInterestMember 2021-01-29 0001124610 vmw:VMwareInc.Member vmw:DellTechnologiesInc.Member 2021-01-29 0001124610 vmw:VMwareInc.Member us-gaap:CommonClassAMember vmw:DellTechnologiesInc.Member 2021-01-29 0001124610 vmw:PivotalMember 2020-01-31 0001124610 vmw:SubscriptionAndSaaSRevenueMember srt:MinimumMember 2020-02-01 2021-01-29 0001124610 vmw:SubscriptionAndSaaSRevenueMember srt:MaximumMember 2020-02-01 2021-01-29 0001124610 us-gaap:LandImprovementsMember 2020-02-01 2021-01-29 0001124610 us-gaap:FurnitureAndFixturesMember 2020-02-01 2021-01-29 0001124610 srt:MinimumMember us-gaap:EquipmentMember 2020-02-01 2021-01-29 0001124610 srt:MaximumMember us-gaap:EquipmentMember 2020-02-01 2021-01-29 0001124610 srt:MinimumMember us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2020-02-01 2021-01-29 0001124610 srt:MaximumMember us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2020-02-01 2021-01-29 0001124610 us-gaap:LeaseholdImprovementsMember 2020-02-01 2021-01-29 0001124610 vmw:DistributorOneMember us-gaap:AccountsReceivableMember 2020-02-01 2021-01-29 0001124610 vmw:DistributorOneMember us-gaap:AccountsReceivableMember 2019-02-02 2020-01-31 0001124610 vmw:DistributorTwoMember us-gaap:AccountsReceivableMember 2020-02-01 2021-01-29 0001124610 vmw:DistributorTwoMember us-gaap:AccountsReceivableMember 2019-02-02 2020-01-31 0001124610 vmw:DistributorThreeMember us-gaap:AccountsReceivableMember 2019-02-02 2020-01-31 0001124610 vmw:DistributorOneMember us-gaap:SalesRevenueNetMember 2020-02-01 2021-01-29 0001124610 vmw:DistributorOneMember us-gaap:SalesRevenueNetMember 2019-02-02 2020-01-31 0001124610 vmw:DistributorOneMember us-gaap:SalesRevenueNetMember 2018-02-03 2019-02-01 0001124610 vmw:DistributorTwoMember us-gaap:SalesRevenueNetMember 2019-02-02 2020-01-31 0001124610 vmw:DistributorTwoMember us-gaap:SalesRevenueNetMember 2018-02-03 2019-02-01 0001124610 vmw:PivotalMember 2019-12-31 0001124610 vmw:PivotalMember 2019-12-01 2019-12-31 0001124610 vmw:PivotalMember us-gaap:CommonClassBMember vmw:DellTechnologiesInc.Member 2019-12-01 2019-12-31 0001124610 vmw:PivotalMember us-gaap:CommonClassBMember 2019-12-01 2019-12-31 0001124610 vmw:PivotalMember us-gaap:AdditionalPaidInCapitalMember 2019-02-02 2020-01-31 0001124610 vmw:PivotalMember 2019-02-02 2020-01-31 0001124610 vmw:PivotalMember 2020-05-02 2020-07-31 0001124610 srt:MinimumMember 2020-02-01 2021-01-29 0001124610 srt:MaximumMember 2020-02-01 2021-01-29 0001124610 us-gaap:LicenseMember 2021-01-29 0001124610 us-gaap:LicenseMember 2020-01-31 0001124610 vmw:SubscriptionAndSaaSRevenueMember 2021-01-29 0001124610 vmw:SubscriptionAndSaaSRevenueMember 2020-01-31 0001124610 us-gaap:LicenseAndMaintenanceMember 2021-01-29 0001124610 us-gaap:LicenseAndMaintenanceMember 2020-01-31 0001124610 vmw:ServicesProfessionalMember 2021-01-29 0001124610 vmw:ServicesProfessionalMember 2020-01-31 0001124610 2021-01-30 2021-01-29 0001124610 2020-02-01 2020-01-31 0001124610 2022-01-30 2021-01-29 0001124610 2021-02-01 2020-01-31 0001124610 vmw:DellTechnologiesInc.Member us-gaap:SalesRevenueNetMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:DellTechnologiesInc.Member us-gaap:SalesRevenueNetMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:DellTechnologiesInc.Member us-gaap:SalesRevenueNetMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 vmw:OriginalEquipmentManufacturerRevenueMember vmw:DellTechnologiesInc.Member 2020-02-01 2021-01-29 0001124610 vmw:OriginalEquipmentManufacturerRevenueMember vmw:DellTechnologiesInc.Member 2019-02-02 2020-01-31 0001124610 vmw:OriginalEquipmentManufacturerRevenueMember vmw:DellTechnologiesInc.Member 2018-02-03 2019-02-01 0001124610 vmw:DellActingAsOEMMember 2020-02-01 2021-01-29 0001124610 vmw:DellActingAsOEMMember 2019-02-02 2020-01-31 0001124610 vmw:DellActingAsOEMMember 2018-02-03 2019-02-01 0001124610 vmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 vmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember us-gaap:MajorityShareholderMember 2021-01-29 0001124610 vmw:ProductOrServiceSoldPursuantToResellerArrangementMemberMember us-gaap:MajorityShareholderMember 2020-01-31 0001124610 vmw:InternalUseProductAndServicesRevenuesMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:InternalUseProductAndServicesRevenuesMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:InternalUseProductAndServicesRevenuesMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 vmw:InternalUseProductAndServicesRevenuesMember us-gaap:MajorityShareholderMember 2021-01-29 0001124610 vmw:InternalUseProductAndServicesRevenuesMember us-gaap:MajorityShareholderMember 2020-01-31 0001124610 vmw:CollaborativeTechnologyProjectReceiptsMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:CollaborativeTechnologyProjectReceiptsMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:CollaborativeTechnologyProjectReceiptsMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 us-gaap:MajorityShareholderMember 2021-01-29 0001124610 us-gaap:MajorityShareholderMember 2020-01-31 0001124610 vmw:PurchasesofProductsandServicesMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:PurchasesofProductsandServicesMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:PurchasesofProductsandServicesMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 vmw:DellSubsidiarySupportandAdministrativeCostsMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:DellSubsidiarySupportandAdministrativeCostsMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:DellSubsidiarySupportandAdministrativeCostsMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 us-gaap:MajorityShareholderMember 2019-11-02 2020-01-31 0001124610 vmw:BusinessAcquisitionMember us-gaap:MajorityShareholderMember 2018-08-04 2018-11-02 0001124610 vmw:FinancialServicesMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:FinancialServicesMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:FinancialServicesMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 2018-07-01 2018-07-01 0001124610 2018-12-28 2018-12-28 0001124610 us-gaap:MajorityShareholderMember 2018-12-28 2018-12-28 0001124610 vmw:DellNoteDueDecember2022Member us-gaap:NotesPayableOtherPayablesMember us-gaap:MajorityShareholderMember 2021-01-29 0001124610 vmw:FordMotorCompanyMember 2018-02-03 2019-02-01 0001124610 vmw:AppraisalActionMember 2020-03-05 2020-03-05 0001124610 vmw:AppraisalActionMember 2020-03-05 0001124610 vmw:AppraisalActionMember 2020-06-23 2020-06-23 0001124610 vmw:CirbaInc.Vs.VMwareMember 2019-04-25 2019-04-25 0001124610 vmw:CirbaInc.Vs.VMwareMember 2019-08-20 2019-08-20 0001124610 vmw:CirbaInc.Vs.VMwareMember 2020-01-24 2020-01-24 0001124610 vmw:CirbaInc.Vs.VMwareMember 2019-10-22 2019-10-22 0001124610 vmw:SaltStackInc.Member 2020-08-01 2020-10-30 0001124610 vmw:SaltStackInc.Member 2020-10-30 0001124610 vmw:SaltStackInc.Member vmw:CompletedTechnologyMember 2020-08-01 2020-10-30 0001124610 vmw:DatriumInc.Member 2020-05-02 2020-07-31 0001124610 vmw:DatriumInc.Member 2020-07-31 0001124610 srt:MinimumMember vmw:DatriumInc.Member vmw:CompletedTechnologyMember 2020-05-02 2020-07-31 0001124610 srt:MaximumMember vmw:DatriumInc.Member vmw:CompletedTechnologyMember 2020-05-02 2020-07-31 0001124610 vmw:DatriumInc.Member 2020-10-31 2021-01-29 0001124610 vmw:LastlineInc.Member 2020-05-02 2020-07-31 0001124610 vmw:LastlineInc.Member 2020-07-31 0001124610 srt:MinimumMember vmw:LastlineInc.Member vmw:CompletedTechnologyMember 2020-05-02 2020-07-31 0001124610 srt:MaximumMember vmw:LastlineInc.Member vmw:CompletedTechnologyMember 2020-05-02 2020-07-31 0001124610 vmw:NyansaInc.Member 2020-02-01 2020-05-01 0001124610 vmw:NyansaInc.Member 2020-05-01 0001124610 srt:MinimumMember vmw:NyansaInc.Member vmw:CompletedTechnologyMember 2020-02-01 2020-05-01 0001124610 srt:MaximumMember vmw:NyansaInc.Member vmw:CompletedTechnologyMember 2020-02-01 2020-05-01 0001124610 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2020-02-01 2021-01-29 0001124610 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2021-01-29 0001124610 srt:MinimumMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember vmw:CompletedTechnologyMember 2020-02-01 2021-01-29 0001124610 srt:MaximumMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember vmw:CompletedTechnologyMember 2020-02-01 2021-01-29 0001124610 vmw:CarbonBlackMember 2019-11-01 0001124610 vmw:CarbonBlackMember 2019-08-03 2019-11-01 0001124610 vmw:CarbonBlackMember vmw:EquityAttributableToPreCombinationServicesMember 2019-11-01 0001124610 vmw:CarbonBlackMember vmw:EquityAttributableToPostCombinationServicesMember 2019-11-01 0001124610 vmw:CarbonBlackMember 2019-10-08 0001124610 vmw:CarbonBlackMember us-gaap:DevelopedTechnologyRightsMember 2019-10-08 2019-10-08 0001124610 vmw:CarbonBlackMember us-gaap:DevelopedTechnologyRightsMember 2019-10-08 0001124610 vmw:CarbonBlackMember us-gaap:CustomerRelationshipsMember 2019-10-08 2019-10-08 0001124610 vmw:CarbonBlackMember us-gaap:CustomerRelationshipsMember 2019-10-08 0001124610 vmw:CarbonBlackMember us-gaap:TrademarksAndTradeNamesMember 2019-10-08 2019-10-08 0001124610 vmw:CarbonBlackMember us-gaap:TrademarksAndTradeNamesMember 2019-10-08 0001124610 vmw:CarbonBlackMember us-gaap:OtherIntangibleAssetsMember 2019-10-08 2019-10-08 0001124610 vmw:CarbonBlackMember us-gaap:OtherIntangibleAssetsMember 2019-10-08 0001124610 vmw:AviNetworksInc.Member 2019-05-04 2019-08-02 0001124610 vmw:AviNetworksInc.Member 2019-08-02 0001124610 vmw:AviNetworksInc.Member vmw:CompletedTechnologyMember 2019-08-02 0001124610 vmw:AviNetworksInc.Member us-gaap:CustomerRelationshipsMember 2019-08-02 0001124610 srt:MinimumMember vmw:AviNetworksInc.Member vmw:DevelopedTechnologyRightsAndCustomerRelationshipsMember 2019-05-04 2019-08-02 0001124610 srt:MaximumMember vmw:AviNetworksInc.Member vmw:DevelopedTechnologyRightsAndCustomerRelationshipsMember 2019-05-04 2019-08-02 0001124610 vmw:AviNetworksInc.Member vmw:EquityAttributableToPostCombinationServicesMember 2019-08-02 0001124610 vmw:AviNetworksInc.Member vmw:EquityAttributableToPostCombinationServicesMember 2019-05-04 2019-08-02 0001124610 vmw:AetherPalInc.Member 2019-02-02 2019-05-03 0001124610 vmw:AetherPalInc.Member 2019-05-03 0001124610 srt:MinimumMember vmw:AetherPalInc.Member vmw:DevelopedTechnologyRightsAndCustomerRelationshipsMember 2019-02-02 2019-05-03 0001124610 srt:MaximumMember vmw:AetherPalInc.Member vmw:DevelopedTechnologyRightsAndCustomerRelationshipsMember 2019-02-02 2019-05-03 0001124610 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2019-08-03 2019-11-01 0001124610 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember vmw:CompletedTechnologyMember 2019-11-01 0001124610 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2019-11-01 0001124610 srt:MinimumMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember vmw:CompletedTechnologyMember 2019-08-03 2019-11-01 0001124610 srt:MaximumMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember vmw:CompletedTechnologyMember 2019-08-03 2019-11-01 0001124610 vmw:HeptioMember 2018-11-03 2019-02-01 0001124610 vmw:HeptioMember 2019-02-01 0001124610 vmw:HeptioMember 2019-02-02 2020-01-31 0001124610 vmw:HeptioMember 2020-02-01 2021-01-29 0001124610 vmw:HeptioMember vmw:EquityAttributableToPostCombinationServicesMember 2019-02-01 0001124610 vmw:HeptioMember vmw:EquityAttributableToPostCombinationServicesMember 2018-11-03 2019-02-01 0001124610 vmw:CloudHealthTechnologiesMember 2018-08-04 2018-11-02 0001124610 2018-11-02 0001124610 2018-02-03 2018-05-04 0001124610 us-gaap:DevelopedTechnologyRightsMember 2018-02-03 2018-05-04 0001124610 us-gaap:AccountingStandardsUpdate201602Member us-gaap:LeasesAcquiredInPlaceMember 2019-02-02 0001124610 srt:WeightedAverageMember us-gaap:DevelopedTechnologyRightsMember 2020-02-01 2021-01-29 0001124610 us-gaap:DevelopedTechnologyRightsMember 2021-01-29 0001124610 srt:WeightedAverageMember us-gaap:CustomerRelationshipsMember 2020-02-01 2021-01-29 0001124610 us-gaap:CustomerRelationshipsMember 2021-01-29 0001124610 srt:WeightedAverageMember us-gaap:TrademarksAndTradeNamesMember 2020-02-01 2021-01-29 0001124610 us-gaap:TrademarksAndTradeNamesMember 2021-01-29 0001124610 srt:WeightedAverageMember us-gaap:OtherIntangibleAssetsMember 2020-02-01 2021-01-29 0001124610 us-gaap:OtherIntangibleAssetsMember 2021-01-29 0001124610 srt:WeightedAverageMember us-gaap:DevelopedTechnologyRightsMember 2019-02-02 2020-01-31 0001124610 us-gaap:DevelopedTechnologyRightsMember 2020-01-31 0001124610 srt:WeightedAverageMember us-gaap:CustomerRelationshipsMember 2019-02-02 2020-01-31 0001124610 us-gaap:CustomerRelationshipsMember 2020-01-31 0001124610 srt:WeightedAverageMember us-gaap:TrademarksAndTradeNamesMember 2019-02-02 2020-01-31 0001124610 us-gaap:TrademarksAndTradeNamesMember 2020-01-31 0001124610 srt:WeightedAverageMember us-gaap:OtherIntangibleAssetsMember 2019-02-02 2020-01-31 0001124610 us-gaap:OtherIntangibleAssetsMember 2020-01-31 0001124610 us-gaap:EmployeeSeveranceMember 2020-02-01 2021-01-29 0001124610 us-gaap:EmployeeSeveranceMember 2019-02-02 2020-01-31 0001124610 us-gaap:EmployeeSeveranceMember 2020-01-31 0001124610 us-gaap:EmployeeSeveranceMember 2021-01-29 0001124610 us-gaap:EmployeeSeveranceMember 2019-02-01 0001124610 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 us-gaap:EmployeeStockOptionMember us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 us-gaap:RestrictedStockUnitsRSUMember us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 us-gaap:MoneyMarketFundsMember 2021-01-29 0001124610 us-gaap:BankTimeDepositsMember 2021-01-29 0001124610 us-gaap:MoneyMarketFundsMember 2020-01-31 0001124610 us-gaap:BankTimeDepositsMember 2020-01-31 0001124610 us-gaap:SeniorNotesMember 2020-04-07 0001124610 us-gaap:SeniorNotesMember 2020-04-07 2020-04-07 0001124610 vmw:NoteDueAugust2020Member us-gaap:SeniorNotesMember 2020-01-31 0001124610 vmw:NoteDueAugust2020Member us-gaap:SeniorNotesMember 2021-01-29 0001124610 vmw:NoteDueAugust2022Member us-gaap:SeniorNotesMember 2021-01-29 0001124610 vmw:NoteDueAugust2022Member us-gaap:SeniorNotesMember 2020-01-31 0001124610 vmw:NoteDueAugust2027Member us-gaap:SeniorNotesMember 2020-01-31 0001124610 vmw:NoteDueAugust2027Member us-gaap:SeniorNotesMember 2021-01-29 0001124610 vmw:NoteDueMay152025Member us-gaap:SeniorNotesMember 2021-01-29 0001124610 vmw:NoteDueMay152025Member us-gaap:SeniorNotesMember 2020-01-31 0001124610 vmw:NoteDueMay152027Member us-gaap:SeniorNotesMember 2021-01-29 0001124610 vmw:NoteDueMay152027Member us-gaap:SeniorNotesMember 2020-01-31 0001124610 vmw:NoteDueMay152030Member us-gaap:SeniorNotesMember 2021-01-29 0001124610 vmw:NoteDueMay152030Member us-gaap:SeniorNotesMember 2020-01-31 0001124610 us-gaap:SeniorNotesMember 2021-01-29 0001124610 us-gaap:SeniorNotesMember 2020-01-31 0001124610 vmw:NoteDueAugust2020Member us-gaap:SeniorNotesMember 2020-05-11 2020-05-11 0001124610 us-gaap:SeniorNotesMember 2020-02-01 2021-01-29 0001124610 us-gaap:SeniorNotesMember 2019-02-02 2020-01-31 0001124610 us-gaap:SeniorNotesMember 2018-02-03 2019-02-01 0001124610 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2017-09-12 0001124610 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2017-09-12 2017-09-12 0001124610 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2021-01-29 0001124610 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2020-01-31 0001124610 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2019-02-01 0001124610 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2017-09-08 0001124610 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2018-02-03 2019-02-01 0001124610 vmw:TermLoanMember us-gaap:UnsecuredDebtMember 2019-09-26 0001124610 vmw:TermLoanMember us-gaap:UnsecuredDebtMember 2019-02-02 2020-01-31 0001124610 vmw:TermLoanMember us-gaap:UnsecuredDebtMember 2020-01-31 0001124610 vmw:TermLoanMember us-gaap:UnsecuredDebtMember 2020-08-01 2020-10-30 0001124610 vmw:TermLoanMember us-gaap:UnsecuredDebtMember 2020-02-01 2021-01-29 0001124610 vmw:TermLoanMember us-gaap:UnsecuredDebtMember 2019-02-02 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:MoneyMarketFundsMember 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel1Member 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel2Member 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:BankTimeDepositsMember 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:CashEquivalentsMember 2021-01-29 0001124610 us-gaap:ShortTermInvestmentsMember us-gaap:FairValueInputsLevel1Member 2021-01-29 0001124610 us-gaap:ShortTermInvestmentsMember us-gaap:FairValueInputsLevel2Member 2021-01-29 0001124610 us-gaap:ShortTermInvestmentsMember 2021-01-29 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:MoneyMarketFundsMember 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel1Member 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel2Member 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:BankTimeDepositsMember 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel1Member 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:CashEquivalentsMember us-gaap:FairValueInputsLevel2Member 2020-01-31 0001124610 us-gaap:CashAndCashEquivalentsMember us-gaap:CashEquivalentsMember 2020-01-31 0001124610 us-gaap:FairValueInputsLevel2Member us-gaap:NotesPayableOtherPayablesMember us-gaap:MajorityShareholderMember 2021-01-29 0001124610 us-gaap:FairValueInputsLevel2Member us-gaap:NotesPayableOtherPayablesMember us-gaap:MajorityShareholderMember 2020-01-31 0001124610 us-gaap:FairValueInputsLevel2Member us-gaap:SeniorNotesMember 2021-01-29 0001124610 us-gaap:FairValueInputsLevel2Member us-gaap:SeniorNotesMember 2020-01-31 0001124610 us-gaap:FairValueInputsLevel1Member 2020-02-01 2021-01-29 0001124610 us-gaap:FairValueInputsLevel1Member 2019-02-02 2020-01-31 0001124610 srt:MaximumMember us-gaap:ForeignExchangeForwardMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-02-01 2021-01-29 0001124610 us-gaap:ForeignExchangeForwardMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2021-01-29 0001124610 us-gaap:ForeignExchangeForwardMember us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-31 0001124610 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2020-02-01 2021-01-29 0001124610 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2021-01-29 0001124610 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2020-01-31 0001124610 vmw:EquipmentAndSoftwareMember 2021-01-29 0001124610 vmw:EquipmentAndSoftwareMember 2020-01-31 0001124610 us-gaap:BuildingAndBuildingImprovementsMember 2021-01-29 0001124610 us-gaap:BuildingAndBuildingImprovementsMember 2020-01-31 0001124610 us-gaap:FurnitureAndFixturesMember 2021-01-29 0001124610 us-gaap:FurnitureAndFixturesMember 2020-01-31 0001124610 us-gaap:ConstructionInProgressMember 2021-01-29 0001124610 us-gaap:ConstructionInProgressMember 2020-01-31 0001124610 vmw:CirbaInc.Vs.VMwareMember 2019-02-02 2020-01-31 0001124610 country:IE us-gaap:ForeignCountryMember 2019-05-04 2019-08-02 0001124610 2019-08-02 0001124610 2020-10-30 0001124610 us-gaap:InternalRevenueServiceIRSMember 2021-01-29 0001124610 us-gaap:StateAndLocalJurisdictionMember 2021-01-29 0001124610 us-gaap:ForeignCountryMember 2021-01-29 0001124610 us-gaap:InternalRevenueServiceIRSMember 2020-01-31 0001124610 us-gaap:StateAndLocalJurisdictionMember 2020-01-31 0001124610 us-gaap:ForeignCountryMember 2020-01-31 0001124610 us-gaap:ResearchMember 2021-01-29 0001124610 us-gaap:ResearchMember 2020-01-31 0001124610 stpr:CA us-gaap:StateAndLocalJurisdictionMember us-gaap:ResearchMember 2021-01-29 0001124610 stpr:CA us-gaap:StateAndLocalJurisdictionMember us-gaap:ResearchMember 2020-01-31 0001124610 us-gaap:ForeignCountryMember us-gaap:CapitalLossCarryforwardMember 2021-01-29 0001124610 us-gaap:ForeignCountryMember us-gaap:CapitalLossCarryforwardMember 2020-01-31 0001124610 vmw:StateNetOperatingLossCarryforwardsStateRDTaxCreditsCapitalLossesandCertainnonU.S.NetOperatingLossesMember 2021-01-29 0001124610 vmw:StateNetOperatingLossCarryforwardsStateRDTaxCreditsCapitalLossesandCertainnonU.S.NetOperatingLossesMember 2020-01-31 0001124610 vmw:TaxSharingAgreementMember us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 vmw:TaxSharingAgreementMember us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:TaxSharingAgreementMember us-gaap:MajorityShareholderMember 2018-02-03 2019-02-01 0001124610 us-gaap:MajorityShareholderMember 2020-02-01 2021-01-29 0001124610 us-gaap:MajorityShareholderMember 2019-02-02 2020-01-31 0001124610 vmw:TaxSharingAgreementMember us-gaap:MajorityShareholderMember vmw:PivotalMember 2019-08-01 2019-08-31 0001124610 vmw:TaxSharingAgreementMember us-gaap:MajorityShareholderMember vmw:PivotalMember 2018-02-03 2019-02-01 0001124610 us-gaap:CommonClassBMember 2020-02-01 2021-01-29 0001124610 vmw:ConversionfromClassBCommonStockintoClassACommonStockMember us-gaap:CommonClassAMember 2021-01-29 0001124610 vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2019-06-25 2019-06-25 0001124610 vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2021-01-29 0001124610 vmw:SeriesofBusinessAcquisitionsMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 srt:MinimumMember us-gaap:RestrictedStockMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 srt:MaximumMember us-gaap:RestrictedStockMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:EmployeeStockOptionMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:EmployeeStockOptionMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-02-01 2021-01-29 0001124610 srt:MinimumMember us-gaap:EmployeeStockOptionMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 srt:MaximumMember us-gaap:EmployeeStockOptionMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockMember vmw:PivotalEquityPlanMember 2019-02-02 2019-11-30 0001124610 us-gaap:EmployeeStockOptionMember vmw:PivotalEquityPlanMember 2019-02-02 2019-11-30 0001124610 us-gaap:CommonClassAMember 2020-07-15 0001124610 us-gaap:CommonClassAMember 2019-05-29 0001124610 us-gaap:CommonClassAMember 2017-08-14 0001124610 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 srt:MinimumMember us-gaap:PerformanceSharesMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 srt:MaximumMember us-gaap:PerformanceSharesMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockMember vmw:PivotalEquityPlanMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockMember vmw:VMwareRSUsMember us-gaap:CommonClassAMember 2018-02-02 0001124610 us-gaap:RestrictedStockMember vmw:PivotalRSUsMember us-gaap:CommonClassAMember 2018-02-02 0001124610 us-gaap:RestrictedStockMember vmw:VMwareRSUsMember us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 us-gaap:RestrictedStockMember vmw:PivotalRSUsMember us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 us-gaap:RestrictedStockMember vmw:VMwareRSUsMember us-gaap:CommonClassAMember 2019-02-01 0001124610 us-gaap:RestrictedStockMember vmw:PivotalRSUsMember us-gaap:CommonClassAMember 2019-02-01 0001124610 us-gaap:RestrictedStockMember vmw:VMwareRSUsMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 us-gaap:RestrictedStockMember vmw:PivotalRSUsMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 us-gaap:RestrictedStockMember vmw:VMwareRSUsMember us-gaap:CommonClassAMember 2020-01-31 0001124610 us-gaap:RestrictedStockMember vmw:PivotalRSUsMember us-gaap:CommonClassAMember 2020-01-31 0001124610 us-gaap:RestrictedStockMember vmw:VMwareRSUsMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockMember vmw:VMwareRSUsMember us-gaap:CommonClassAMember 2021-01-29 0001124610 us-gaap:RestrictedStockMember vmw:PivotalMember vmw:VMwareRSUsMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockMember vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockMember 2020-02-01 2021-01-29 0001124610 us-gaap:RestrictedStockUnitsRSUMember 2021-01-29 0001124610 us-gaap:PerformanceSharesMember 2021-01-29 0001124610 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 us-gaap:RestrictedStockMember us-gaap:CommonClassAMember 2021-01-29 0001124610 us-gaap:RestrictedStockMember vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2019-02-02 2019-11-30 0001124610 us-gaap:EmployeeStockMember vmw:VMwareEmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2019-06-25 2019-06-25 0001124610 us-gaap:EmployeeStockMember vmw:VMwareEmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2021-01-29 0001124610 us-gaap:EmployeeStockMember vmw:VMwareEmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:EmployeeStockMember vmw:VMwareEmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 us-gaap:EmployeeStockMember vmw:VMwareEmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 us-gaap:EmployeeStockMember vmw:VMwareEmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2020-01-31 0001124610 us-gaap:EmployeeStockMember vmw:VMwareEmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2019-02-01 0001124610 us-gaap:EmployeeStockMember vmw:PivotalEmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2019-02-02 2019-11-30 0001124610 vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2018-02-02 0001124610 vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2018-02-02 0001124610 vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2018-02-03 2019-02-01 0001124610 vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2019-02-01 0001124610 vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2019-02-01 0001124610 vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-01-31 0001124610 vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2020-01-31 0001124610 vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 vmw:PivotalMember vmw:VMware2007EquityandIncentivePlanMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 vmw:PivotalMember vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2019-02-02 2020-01-31 0001124610 us-gaap:EmployeeStockOptionMember vmw:PivotalEquityPlanMember 2019-02-02 2020-01-31 0001124610 vmw:VMware2007EquityandIncentivePlanMember 2021-01-29 0001124610 vmw:VMware2007EquityandIncentivePlanMember 2020-02-01 2021-01-29 0001124610 vmw:PivotalEquityPlanMember us-gaap:CommonClassAMember 2020-02-01 2021-01-29 0001124610 us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-29 0001124610 us-gaap:EmployeeStockOptionMember 2019-02-02 2020-01-31 0001124610 us-gaap:EmployeeStockOptionMember 2018-02-03 2019-02-01 0001124610 vmw:PivotalEquityPlanMember 2018-02-03 2019-02-01 0001124610 us-gaap:EmployeeStockOptionMember vmw:PivotalEquityPlanMember 2018-02-03 2019-02-01 0001124610 us-gaap:EmployeeStockMember 2020-02-01 2021-01-29 0001124610 us-gaap:EmployeeStockMember 2019-02-02 2020-01-31 0001124610 us-gaap:EmployeeStockMember 2018-02-03 2019-02-01 0001124610 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-02-01 0001124610 us-gaap:AccumulatedTranslationAdjustmentMember 2019-02-01 0001124610 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-02-02 2020-01-31 0001124610 us-gaap:AccumulatedTranslationAdjustmentMember 2019-02-02 2020-01-31 0001124610 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-01-31 0001124610 us-gaap:AccumulatedTranslationAdjustmentMember 2020-01-31 0001124610 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-02-01 2021-01-29 0001124610 us-gaap:AccumulatedTranslationAdjustmentMember 2020-02-01 2021-01-29 0001124610 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2021-01-29 0001124610 us-gaap:AccumulatedTranslationAdjustmentMember 2021-01-29 0001124610 vmw:LicenseAndSubscriptionAndSaaSRevenueMember 2020-02-01 2021-01-29 0001124610 vmw:LicenseAndSubscriptionAndSaaSRevenueMember 2019-02-02 2020-01-31 0001124610 vmw:LicenseAndSubscriptionAndSaaSRevenueMember 2018-02-03 2019-02-01 0001124610 vmw:ServicesSoftwareMaintenanceMember 2020-02-01 2021-01-29 0001124610 vmw:ServicesSoftwareMaintenanceMember 2019-02-02 2020-01-31 0001124610 vmw:ServicesSoftwareMaintenanceMember 2018-02-03 2019-02-01 0001124610 vmw:ServicesProfessionalMember 2020-02-01 2021-01-29 0001124610 vmw:ServicesProfessionalMember 2019-02-02 2020-01-31 0001124610 vmw:ServicesProfessionalMember 2018-02-03 2019-02-01 0001124610 country:US 2020-02-01 2021-01-29 0001124610 country:US 2019-02-02 2020-01-31 0001124610 country:US 2018-02-03 2019-02-01 0001124610 us-gaap:NonUsMember 2020-02-01 2021-01-29 0001124610 us-gaap:NonUsMember 2019-02-02 2020-01-31 0001124610 us-gaap:NonUsMember 2018-02-03 2019-02-01 0001124610 country:US 2021-01-29 0001124610 country:US 2020-01-31 0001124610 us-gaap:NonUsMember 2021-01-29 0001124610 us-gaap:NonUsMember 2020-01-31 0001124610 country:US vmw:AssetsBenchmarkMember us-gaap:GeographicConcentrationRiskMember 2020-02-01 2021-01-29 0001124610 country:IN vmw:AssetsBenchmarkMember us-gaap:GeographicConcentrationRiskMember 2020-02-01 2021-01-29 iso4217:USD shares iso4217:USD shares pure vmw:reporting_unit vmw:employee vmw:stockholder vmw:patent vmw:trademark vmw:acquisition vmw:business vmw:asset_acquisition vmw:position vmw:debt_instrument vmw:extension vmw:segment 0001124610 2021 FY false P1Y P12M us-gaap:OtherAssets us-gaap:OtherAssets us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization us-gaap:AccruedLiabilitiesCurrent us-gaap:AccruedLiabilitiesCurrent P6Y 10-K true 2021-01-29 --01-29 false 001-33622 VMWARE, INC. DE 94-3292913 3401 Hillview Avenue Palo Alto, CA 94304 650 427-5000 Class A common stock VMW NYSE Yes No Yes Yes Large Accelerated Filer false false true false 11400000000 112011150 307221836 <div style="margin-top:8pt;text-align:center;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">DOCUMENTS INCORPORATED BY REFERENCE</span></div><div style="margin-top:8pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2021. The Proxy Statement will be filed by the registrant with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended January 29, 2021.</span></div> 3033000000 3181000000 3042000000 2587000000 1877000000 1303000000 6147000000 5753000000 5268000000 11767000000 10811000000 9613000000 163000000 166000000 150000000 588000000 400000000 280000000 1292000000 1233000000 1122000000 2816000000 2522000000 2173000000 3711000000 3677000000 3230000000 767000000 1293000000 846000000 42000000 79000000 9000000 2388000000 1441000000 1803000000 7000000 60000000 161000000 204000000 149000000 134000000 191000000 86000000 -1000000 2382000000 1438000000 1829000000 324000000 -4918000000 239000000 2058000000 6356000000 1590000000 0 -56000000 -60000000 2058000000 6412000000 1650000000 4.90 15.37 3.99 4.86 15.08 3.92 419841000 417058000 413769000 423240000 425235000 421131000 1598000000 1569000000 1176000000 524000000 342000000 217000000 1994000000 1459000000 1003000000 1000000 1000000 1000000 19000000 13000000 7000000 99000000 83000000 58000000 524000000 459000000 391000000 322000000 293000000 226000000 157000000 168000000 117000000 2058000000 6356000000 1590000000 0 0 10000000 0 0 -30000000 0 0 30000000 0 0 0 -1000000 0 2000000 0 0 0 0 2000000 0 -1000000 -2000000 2000000 0 0 -26000000 -1000000 -2000000 6000000 2057000000 6354000000 1596000000 0 -56000000 -60000000 0 0 4000000 2057000000 6410000000 1652000000 4692000000 2915000000 23000000 0 5000000 7000000 1929000000 1883000000 1438000000 1457000000 530000000 436000000 8612000000 6691000000 1334000000 1280000000 2697000000 2266000000 5781000000 5556000000 993000000 1172000000 9599000000 9329000000 29016000000 26294000000 131000000 208000000 2382000000 2151000000 0 2747000000 5873000000 5218000000 8386000000 10324000000 270000000 270000000 4717000000 2731000000 4441000000 4050000000 805000000 817000000 891000000 746000000 455000000 347000000 19965000000 19285000000 0.01 0.01 2500000000 2500000000 112082000 112082000 110484000 110484000 1000000 1000000 0.01 0.01 1000000000 1000000000 307222000 307222000 307222000 307222000 3000000 3000000 1985000000 2000000000 -5000000 -4000000 7067000000 5009000000 9051000000 7009000000 29016000000 26294000000 2058000000 6356000000 1590000000 1025000000 873000000 727000000 1122000000 1017000000 800000000 -152000000 -5284000000 -110000000 172000000 31000000 -14000000 0 0 -7000000 -24000000 4000000 -2000000 -8000000 0 0 1000000 -9000000 -11000000 37000000 119000000 214000000 879000000 668000000 347000000 19000000 -374000000 -480000000 -69000000 35000000 105000000 518000000 417000000 290000000 -68000000 -23000000 -40000000 1013000000 1668000000 1302000000 4409000000 3872000000 3657000000 329000000 279000000 254000000 0 0 780000000 26000000 0 3999000000 0 0 2393000000 29000000 30000000 8000000 28000000 22000000 41000000 409000000 2437000000 938000000 0 4000000 11000000 -713000000 -2728000000 4442000000 0 0 544000000 273000000 308000000 259000000 1979000000 0 0 0 3393000000 0 0 0 15000000 1500000000 1900000000 0 1257000000 0 0 0 0 35000000 945000000 1334000000 42000000 412000000 534000000 357000000 0 0 11000000000 -91000000 -1666000000 0 0 27000000 44000000 0 0 8000000 4000000 1000000 0 -1957000000 -1707000000 -10580000000 0 -2000000 1000000 1739000000 -565000000 -2480000000 3031000000 3596000000 6076000000 4770000000 3031000000 3596000000 0 1101000000 0 200000000 134000000 129000000 543000000 369000000 399000000 -10000000 18000000 9000000 -1000000 13000000 -17000000 104000000 1000000 300000000 3000000 3171000000 7453000000 11000000 551000000 11190000000 -15000000 -15000000 -30000000 3000000 188000000 188000000 3000000 3000000 42000000 42000000 7000000 3000000 373000000 373000000 731000000 69000000 800000000 2000000 2000000 -53000000 1000000 -52000000 2000000 4000000 6000000 154000000 461000000 615000000 -6000000 -6000000 822000000 10178000000 11000000000 1650000000 -60000000 1590000000 111000000 1000000 300000000 3000000 2959000000 -1096000000 -2000000 1026000000 2891000000 3000000 3000000 2000000 203000000 203000000 13000000 13000000 8000000 1024000000 310000000 1334000000 8000000 3000000 521000000 521000000 921000000 96000000 1017000000 85000000 85000000 13000000 9000000 22000000 -2000000 -2000000 649000000 1075000000 1724000000 7000000 6412000000 -56000000 6356000000 110000000 1000000 307000000 3000000 2000000000 5009000000 -4000000 0 7009000000 3000000 273000000 273000000 7000000 945000000 945000000 9000000 3000000 413000000 413000000 1116000000 1116000000 -46000000 -46000000 -1000000 -1000000 2058000000 2058000000 112000000 1000000 307000000 3000000 1985000000 7067000000 -5000000 0 9051000000 Overview and Basis of Presentation<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Company and Background</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 businesses through a digital transformation. To take on these challenges, VMware is working with customers in the areas of hybrid and multi-cloud, modern applications, networking, security and digital workspaces. VMware’s software provides a flexible digital foundation to enable customers in their digital transformations.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Retrospective Combination of Historical Financial Statements</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, VMware completed the acquisition of Pivotal, which was, at the time, a subsidiary of VMware’s parent company, Dell Technologies Inc. (“Dell”). The purchase of the controlling interest in Pivotal from Dell was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification 805-50, Business Combination - Related Issues, which requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. The consolidated financial statements of VMware and notes thereto are presented on a combined basis, as both VMware and Pivotal were under common control for all periods presented. Refer to Note B for more information on VMware’s acquisition of Pivotal.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Pre</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">sentation</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for annual financial reporting.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective September</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">7, 2016, Dell (formerly Denali Holding Inc.) acquired EMC Corporation (“EMC”), VMware’s parent company, including EMC’s majority control of VMware. As of January 29, 2021, Dell controlled 80.6% of VMware’s outstanding common stock and 97.4% 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</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">B common stock.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Management believes the assumptions underlying the 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 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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Principles of Consolidation</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements include the accounts of VMware and subsidiaries in which VMware has a controlling financial interest. The portion of results of operations attributable to the non-controlling interests for Pivotal prior to the acquisition was included in net loss attributable to non-controlling interests on the consolidated statements of income for the periods presented. As part of the acquisition of Pivotal, VMware acquired the non-controlling interests in Pivotal from the holders of Pivotal Class A common stock and has held 100% of the controlling financial interest in Pivotal since December 2019. The cumulative portion of the results of operations and changes in the net assets of Pivotal attributable to the non-controlling interests through the acquisition date were reclassified to additional paid-in capital on the consolidated balance sheet as of January 31, 2020. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 consolidated statements of cash flows based upon the nature of the underlying transaction.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Accounting Estimates</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, VMware’s future financial statements could be affected. </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware derives revenue primarily from licensing software under perpetual licenses or consumption-based contracts and related software maintenance and support, subscriptions, hosted services, training and consulting services. VMware accounts for a contract with a customer if all criteria defined by ASC 606, Revenue from Contracts with Customers are met, including that collectibility of consideration is probable. At inception of a contract with a customer, the Company evaluates whether the promised products and services represent distinct performance obligations within the context of the contract. Performance obligations that are both capable of being distinct on their own and distinct within the context of the contract are recognized on their own as distinct performance obligations. Performance obligations under which both of these two criteria are not met are recognized as a combined, single performance obligation. Determining whether the Company’s licenses, subscriptions and services are considered distinct performance obligations that should be accounted for separately or together often involves assumptions and significant judgments that can have a significant impact on the timing and amount of revenue recognized.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue is recognized upon transfer of control of licenses, subscriptions or services to the customer in an amount that reflects the consideration VMware expects to receive in exchange for those licenses, services or subscriptions. Control of a promised license, subscription or service may be transferred to a customer either at a point in time or over time, which affects the timing of revenue recognition. VMware’s contracts with customers may include a combination of licenses, subscriptions and services that are accounted for as distinct performance obligations. Licenses that represent distinct performance obligations are recognized at a point in time when the software license keys have been made available to the customer. Licenses sold as part of the Company’s subscriptions that do not represent distinct performance obligations are recognized over time along with the associated services that form a combined performance obligation with the software. Management assesses relevant contractual terms in contracts with customers and applies significant judgment in identifying and accounting for all terms and conditions in certain contracts. Certain contracts include third-party offerings and revenue that may be recognized net of the third-party costs, based upon an assessment as to whether VMware had control of the underlying third-party offering. Revenue is recognized net of any taxes invoiced to customers, which are subsequently remitted to governmental authorities.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, VMware may enter into revenue and purchase contracts with the same customer within a short period of time. VMware evaluates the underlying economics and fair value of the consideration payable to the customer to determine if any portion of the consideration payable to the customer exceeds the fair value of the goods and services received and should be accounted for as a reduction of the transaction price of the revenue contract.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">License Revenue</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware generally sells its license software through distributors, resellers, system vendors, systems integrators and its direct sales force. Performance obligations related to license revenue, including the license portion of term licenses, represent functional intellectual property under which a customer has the legal right to the on-premises license. The license provides significant standalone functionality and is a separate performance obligation from the maintenance and support and professional services sold by VMware. On-premises license revenue is recognized at a point in time, upon delivery and transfer of control of the underlying license to the customer.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">License revenue from on-premises license software sold to original equipment manufacturers (“OEMs”) is recognized when the sale to the end user occurs. Revenue is recognized upon reporting by the OEMs of their sales, and for the period where information of the underlying sales has not been made available, revenue is recognized based upon estimated sales.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Subscription and SaaS Revenue</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s subscription and SaaS revenue consists of hosted services, license usage fees from the Company’s VCPP, and perpetual or subscription license sales of its software platform with open source licenses or offerings under which licenses and services are accounted for as combined performance obligations.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s hosted services consist of certain software offerings sold as a service-based technology without the customer’s ability to take possession of the software over the subscription term. Hosted services are recognized as SaaS revenue over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VCPP partners license on-premises software from VMware on a monthly basis under a usage-based model. Generally, contracts with VCPP partners include cancellation rights. Revenue recognition is based on fees associated with reported license consumption by the VCPP partners and includes estimates for the period when consumption information has not been made available.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription license sales of the Company’s software platform offering provides customers with a term-based license to its platform, which includes, among other items, open-source software, support, enhancements, upgrades and compatibility to certified systems, all of which are offered on an if-and-when available basis. Subscription revenue is recognized ratably over the contract term beginning on the date that the Company’s platform is made available to the customer.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription sales also include offerings sold on a perpetual and term basis where licenses provide customers with access to and the right to utilize the threat intelligence capabilities and ongoing support. VMware considers the software license and access to critical threat intelligence capabilities to be a single performance obligation. Subscription revenue is recognized ratably over the contract term beginning on the date the software is delivered to the customer.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription licenses sold on a term-basis are generally over a <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmVjMzBlNTA4YWRlNjRjNjJiZDdlNDdiN2RkN2M4OWM1L3NlYzplYzMwZTUwOGFkZTY0YzYyYmQ3ZTQ3YjdkZDdjODljNV80OS9mcmFnOjIzNDI2ZTU3YzllNTQ5Y2NiZDIyNzM5ODQ1YmE1NTM4L3RleHRyZWdpb246MjM0MjZlNTdjOWU1NDljY2JkMjI3Mzk4NDViYTU1MzhfNjA0NzMxNDE2MzQwMA_e302dc7e-d807-40da-83e0-c44b1e5c1fc3">one</span>- or three-year duration and invoiced to the customers either upfront, annually, quarterly or monthly.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Services Revenue</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s services revenue generally consists of software maintenance and support and professional services. Software maintenance and support offerings entitle customers to receive major and minor product upgrades, on a when-and-if-available basis, and technical support. Maintenance and support services are comprised of multiple performance obligations including updates, upgrades to licenses and technical support. While separate performance obligations are identified within maintenance and support services, the underlying performance obligations generally have a consistent continuous pattern of transfer to a customer during the term of a contract. Maintenance and support services revenue is recognized ratably over the contract duration.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Professional services include design, implementation, training and consulting services. Professional services performed by VMware represent distinct performance obligations as they do not modify or customize licenses sold. These services are not highly interdependent or highly interrelated to licenses sold such that a customer would not be able to use the licenses without the professional services. Revenue from fixed fee professional services engagements is recognized based on progress made toward the total project effort, which can be reasonably estimated. As a practical expedient, VMware recognizes revenue from professional services engagements invoiced on a time and materials basis as the hours are incurred based on VMware’s right to invoice amounts for performance completed to date.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contracts with Multiple Performance Obligations</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware enters into revenue contracts with multiple performance obligations in which a customer may purchase combinations of licenses, maintenance and support, subscriptions, hosted services, training, consulting services, and rights to future products and services. For contracts with multiple performance obligations, VMware allocates total transaction value to the identified underlying performance obligations based on relative standalone selling price (“SSP”). VMware typically estimates SSP of services based on observable transactions when the services are sold on a standalone basis and those prices fall within a reasonable range. VMware utilizes the residual approach to estimate SSP for products or services sold to customers due to highly variable pricing.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Rebates and Marketing Development Funds</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Rebates, which are offered to certain channel partners and represent a form of variable consideration, are accounted for as a reduction to the transaction price on eligible contracts.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Rebates are determined based on eligible sales during the quarter or based on actual achievement to quarterly target sales. The reduction of the aggregate transaction price against eligible contracts is allocated to the applicable performance obligations. The difference between the estimated rebates recognized and the actual amounts paid has not been material to date.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain channel partners are also reimbursed for direct costs related to marketing or other services that are defined under the terms of the marketing development programs. Estimated reimbursements for marketing development funds are accounted for as consideration payable to a customer, reducing the transaction price of the underlying contracts. The most likely amount method is used to estimate the marketing fund reimbursements at the end of the quarter and the reduction of transaction price is allocated to the applicable performance obligations. The difference between the estimated reimbursement and the actual amount paid to channel partners has not been material to date.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Returns Reserves</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">With limited exceptions, VMware’s return policy does not allow product returns for a refund. VMware estimates and records reserves for product returns at the time of sale based on historical return rates. Amounts are recorded as a reduction of revenue or unearned revenue. Returns reserves were not material for all periods presented.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Commissions</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Sales commissions, including the employer portion of payroll taxes, earned by VMware’s sales force are considered incremental and recoverable costs of obtaining a contract, and are deferred and generally amortized on a straight-line basis over the expected period of benefit. The expected period of benefit is generally determined using the contract term or underlying technology life, if renewals are expected and the renewal commissions are not commensurate with the initial commissions. Sales commissions related to software maintenance and support renewals are deferred and amortized on a straight-line basis over the contractual renewal period.</span></div><div style="margin-bottom:6pt;margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency Remeasurement and Translation</span></div><div style="text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The United States (“U.S.”) dollar is the functional currency of VMware’s foreign subsidiaries as of January 29, 2021. As of January 31, 2020, the U.S. dollar was the functional currency for the majority of VMware’s foreign subsidiaries, except for certain Pivotal foreign subsidiaries, many of which were wound down during fiscal 2021. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. VMware records net gains and losses resulting from foreign exchange transactions as a component of foreign currency exchange gains and losses in other income (expense), net on the consolidated statements of income. These gains and losses are net of those recognized on foreign currency forward contracts (“forward contracts”) not designated as hedges that VMware enters into to partially mitigate its exposure to foreign currency fluctuations. VMware records foreign currency translation adjustments in other comprehensive income (loss), and the losses recognized during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 were not significant.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash and Cash Equivalents, Short-Term Investments, and Restricted Cash</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, VMware invests primarily in money market funds, highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. All highly liquid investments with maturities of 90 days or less from date of purchase are classified as cash equivalents and all highly liquid investments with maturities of greater than 90 days from date of purchase as short-term investments. Short-term investments are classified as available-for-sale securities. VMware may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisitions and strategic investments.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When invested, fixed income investments are reported at market value and unrealized gains and losses on these investments, net of tax, are included in accumulated other comprehensive loss, a component of stockholders’ equity. Realized gains or losses are included on the consolidated statements of income. Gains and losses on the sale of fixed income securities issued by the same issuer and of the same type are determined using the first-in first-out method. When a determination has been made that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is realized and is included on the consolidated statements of income.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash balances that are restricted pursuant to the terms of various agreements are classified as restricted cash and included in other current assets and other assets in the accompanying consolidated balance sheets. Refer to Note I for more information.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Investments in Equity Securities</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware holds equity securities in publicly and privately held companies. VMware elected to measure securities in privately held companies at cost less impairment, if any, adjusted for observable price changes in orderly transactions for the identical or a similar security of the same issuer. VMware’s securities in publicly held companies are measured at fair value </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">using quoted prices for identical assets in an active market. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Allowance for Credit Losses</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware maintains an allowance for credit losses for estimated losses on uncollectible accounts receivable. VMware determines the allowance based on various factors such as historical experience, the age of the receivable and current economic conditions that may affect customers’ ability to pay. The allowance for credit losses was not significant for all periods presented.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net is recorded at cost. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful life of the assets, as follows:</span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.315%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:48.462%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term of underlying land lease</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 years</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 years</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 6 years</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 8 years</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 years, not to exceed the shorter of the estimated useful life or remaining lease term</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized on the consolidated statements of income. Repair and maintenance costs that do not extend the economic life of the underlying assets are expensed as incurred.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Capitalized Software Development Costs</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs associated with internal-use software, including those used to provide hosted services, during the application development stage are capitalized. Capitalization of costs begins when the preliminary project stage is completed, management has committed to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization ceases at the point when the project is substantially complete and is ready for its intended purpose. The capitalized amounts are included in property and equipment, net on the consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Development costs of software to be sold, leased, or otherwise marketed are subject to capitalization beginning when technological feasibility for the product has been established and ending when the product is available for general release. During the years presented, software development costs incurred for products during the time period between reaching technological feasibility and general release were not material and accordingly were expensed as incurred.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Combinations</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For business combinations, with the exception of acquisitions of entities under common control, VMware recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, which are measured based on the acquisition date fair value. Goodwill is measured as the excess of consideration transferred over the net amounts of the identifiable tangible and intangible assets acquired and the liabilities assumed at the acquisition date. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware uses significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed and the related useful lives of the acquired assets, when applicable, as of the acquisition date. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When those estimates are provisional, VMware refines them as necessary during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which VMware may gather and analyze the necessary information about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Measurement period adjustments are recorded during the period in which the adjustment amount is determined. All other adjustments are recorded to the consolidated statements of income.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Acquisitions of entities under common control requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. Assets and liabilities transferred are recorded at their historical carrying amounts on the date of the transfer. The difference between purchase consideration and historical value of the net assets on the date of the transfer are recognized in total stockholders’ equity on the consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs to effect an acquisition are recorded in general and administrative expenses on the consolidated statements of income as the expenses are incurred. Gains recognized for the remeasurement of ownership interest to fair value upon completion of a step acquisition are recorded in other income (expense), net on the consolidated statements of income.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Purchased Intangible Assets and Goodwill</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Goodwill is evaluated for impairment during the third quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. VMware elected to perform a quantitative assessment of goodwill with respect to its one reporting unit. In doing so, VMware compared the enterprise fair value to the carrying amount of the reporting unit, including goodwill. VMware concluded that, to date, there have been no impairments of goodwill.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Purchased intangible assets with finite lives are generally amortized over their estimated useful lives using the straight-line method. VMware reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Derivative Instruments and Hedging Activities</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Derivative instruments are measured at fair value and reported as current assets and current liabilities on the consolidated balance sheets, as applicable.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">To manage VMware’s exposure to foreign currency fluctuations, VMware enters into forward contracts to hedge a portion of VMware’s net outstanding monetary asset or liability positions. These forward contracts are generally entered into on a monthly basis, with a typical contractual term of one month. These forward contracts are not designated as hedging instruments under applicable accounting guidance and therefore are adjusted to fair value through other income (expense), net on the consolidated statements of income.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additionally, VMware enters into forward contracts, which it designates as cash flow hedges to manage the volatility of cash flows that relate to operating expenses denominated in certain foreign currencies. These forward contracts are entered into annually, have maturities of twelve months or less, and are adjusted to fair value through accumulated other comprehensive loss, net of tax, on the consolidated balance sheets. When the underlying expense transaction occurs, the gains or losses on the forward contract are subsequently reclassified from accumulated other comprehensive loss to the related operating expense line item on the consolidated statements of income.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not, and does not intend to, use derivative financial instruments for trading or speculative purposes.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Employee Benefit Plans</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has a defined contribution program for U.S. employees that complies with Section 401(k) of the Internal Revenue Code. In addition, the Company offers defined contribution plans to employees in certain countries outside the U.S. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended January 29, 2021, January 31, 2020, and February 1, 2019, the Company contributed $176 million, $169 million and, $122 million, respectively, to its defined contribution plans.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Advertising</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising costs are expensed as incurred. Advertising expense was $33 million, $25 million and $33 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Income taxes as presented herein are calculated on a separate tax return basis, although VMware is included in the consolidated tax return of Dell. However, under certain circumstances, transactions between VMware and Dell are assessed using consolidated tax return rules. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal. Pivotal will continue to file its separate tax return for U.S. federal income tax purposes as it has since left the Dell consolidated tax group at the time of Pivotal’s initial public offering (“IPO”) in April 2018.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The U.S. Tax Cuts and Jobs Act enacted on December 22, 2017 (the “2017 Tax Act”) introduced significant changes to U.S. income tax law. During December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which allowed for the recognition of provisional tax amounts during a measurement period not to extend beyond one year of the enactment date. Provisional taxes relating to the effect of the tax law changes, including the estimated transition tax and the remeasurement of U.S. deferred tax assets and liabilities, among others, were recognized during fiscal 2018. The Company completed its analysis of the impact of the 2017 Tax Act and recorded immaterial adjustments during the fourth quarter of fiscal 2019.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Global Intangible Low-Taxed Income (“GILTI”) provisions of the 2017 Tax Act require VMware to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. GAAP allows the Company to choose between an accounting policy that treats the U.S. tax under GILTI provisions as either a current expense, as incurred, or as a component of the Company’s measurement of deferred taxes. VMware has elected to record impacts of GILTI as period costs and recognized the tax impacts associated with GILTI as a current expense on its consolidated statements of income beginning with the year ended February 1, 2019.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The difference between the income taxes payable or receivable that is calculated on a separate return basis and the amount paid to or received from Dell pursuant to VMware’s tax sharing agreement is presented as a component of additional paid-in capital, generally in the period in which the consolidated return is filed. Refer to Note P for further information.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Net Income Per Share</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic net income per share is calculated using the weighted-average number of shares of VMware’s common stock outstanding during the period. Diluted net income per share is calculated using the weighted-average number of common stock, including the dilutive effect of equity awards as determined under the treasury stock method. VMware has two classes of common stock, Classes A and B. For purposes of calculating net income per share, VMware uses the two-class method. As both classes share the same rights in dividends, basic and diluted net income per share are the same for both classes.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Concentrations of Risks</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments, which potentially subject VMware to concentrations of credit risk, consist principally of cash and cash equivalents, short-term investments and accounts receivable. Cash on deposit with banks may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand. VMware places cash and cash equivalents and short-term investments primarily in money market funds and fixed income securities and limits the amount of investment with any single issuer and any single financial institution. VMware held a diversified portfolio of money market funds and fixed income securities, which primarily consisted of various highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. VMware’s fixed income investment portfolio was denominated in U.S. dollars and consisted of securities with various maturities.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware manages counterparty risk through necessary diversification of the investment portfolio among various financial institutions and by entering into derivative contracts with financial institutions that are of high credit quality.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware provides credit to its customers, including distributors, OEMs, resellers, and end-user customers, in the normal course of business. To reduce credit risk, VMware performs periodic credit evaluations, which consider the customer’s payment history and financial stability.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 29, 2021 and January 31, 2020, one distributor accounted for 13% and 14%, respectively, of VMware’s accounts receivable balance, and a second distributor accounted for 12% and 11%, respectively, of VMware’s accounts receivable balance. Another distributor accounted for and 10% of VMware’s accounts receivable balance as of January 31, 2020.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">One distributor accounted for 11%, 12% and 13% of revenue during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Another distributor accounted for 10% and 12% of revenue during the years ended January 31, 2020 and February 1, 2019, respectively.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting for Stock-Based Compensation</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware restricted stock, including performance stock unit (“PSU”) awards, are valued based on the Company’s stock price on the date of grant. For those awards expected to vest, which only contain a service vesting feature, compensation cost is recognized on a straight-line basis over the awards’ requisite service periods.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">PSU awards will vest if certain VMware-designated performance targets, including in certain cases a time-based or market-based vesting component, are achieved. All PSU awards also include a time-based vesting component. If minimum performance thresholds are achieved, each PSU award will convert into VMware’s Class A common stock at a defined ratio </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSU awards’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted and recorded on the consolidated statements of income and the remaining unrecognized stock-based compensation is recognized over the remaining requisite service period.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">With the exception of stock options assumed as a part of transactions under common control, the Black-Scholes option-pricing model is used to determine the fair value of VMware’s stock option awards and Employee Stock Purchase Plan shares. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected term and risk-free interest rates. These assumptions reflect the Company’s best estimates, but these items involve uncertainties based on market and other conditions outside of the Company’s control.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For outstanding stock options assumed as a part of a transaction between entities under common control, equity awards are converted to VMware’s Class A common stock and valued at historical carrying amounts.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware adopted ASU 2016-02, Leases (“Topic 842”) during fiscal 2020 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 contained a lease. Prior period amounts were not recast under this standard.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Right-of-use (“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 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 consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Adopted Accounting Standards</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective February 1, 2020, VMware adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the measurement and recognition of current expected credit losses for financial assets. The standard did not have a material impact on the Company’s consolidated financial statements.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">New Accounting Pronouncement</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, simplifying the accounting for convertible instruments and contracts in an entity’s own equity and amending the diluted earnings per share guidance for greater consistency within the standard. With the exception of the impact to the Company’s diluted net income per share, which is not expected to be material, the updated standard is not expected to have any other impact on the Company’s financial statements. The updated standard is effective for </span></div>interim and annual periods beginning after December 15, 2021, but may be early adopted. VMware plans to adopt this updated standard during the first quarter of fiscal 2022 on a modified retrospective basis. <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Retrospective Combination of Historical Financial Statements</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, VMware completed the acquisition of Pivotal, which was, at the time, a subsidiary of VMware’s parent company, Dell Technologies Inc. (“Dell”). The purchase of the controlling interest in Pivotal from Dell was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification 805-50, Business Combination - Related Issues, which requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. The consolidated financial statements of VMware and notes thereto are presented on a combined basis, as both VMware and Pivotal were under common control for all periods presented. Refer to Note B for more information on VMware’s acquisition of Pivotal.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Pre</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">sentation</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for annual financial reporting.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective September</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">7, 2016, Dell (formerly Denali Holding Inc.) acquired EMC Corporation (“EMC”), VMware’s parent company, including EMC’s majority control of VMware. As of January 29, 2021, Dell controlled 80.6% of VMware’s outstanding common stock and 97.4% 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</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">B common stock.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Management believes the assumptions underlying the 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 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.</span></div> 0.806 0.974 31000000 <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Principles of Consolidation</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements include the accounts of VMware and subsidiaries in which VMware has a controlling financial interest. The portion of results of operations attributable to the non-controlling interests for Pivotal prior to the acquisition was included in net loss attributable to non-controlling interests on the consolidated statements of income for the periods presented. As part of the acquisition of Pivotal, VMware acquired the non-controlling interests in Pivotal from the holders of Pivotal Class A common stock and has held 100% of the controlling financial interest in Pivotal since December 2019. The cumulative portion of the results of operations and changes in the net assets of Pivotal attributable to the non-controlling interests through the acquisition date were reclassified to additional paid-in capital on the consolidated balance sheet as of January 31, 2020. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 consolidated statements of cash flows based upon the nature of the underlying transaction.</span></div> 1 <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Accounting Estimates</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div>As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, VMware’s future financial statements could be affected. <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware derives revenue primarily from licensing software under perpetual licenses or consumption-based contracts and related software maintenance and support, subscriptions, hosted services, training and consulting services. VMware accounts for a contract with a customer if all criteria defined by ASC 606, Revenue from Contracts with Customers are met, including that collectibility of consideration is probable. At inception of a contract with a customer, the Company evaluates whether the promised products and services represent distinct performance obligations within the context of the contract. Performance obligations that are both capable of being distinct on their own and distinct within the context of the contract are recognized on their own as distinct performance obligations. Performance obligations under which both of these two criteria are not met are recognized as a combined, single performance obligation. Determining whether the Company’s licenses, subscriptions and services are considered distinct performance obligations that should be accounted for separately or together often involves assumptions and significant judgments that can have a significant impact on the timing and amount of revenue recognized.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue is recognized upon transfer of control of licenses, subscriptions or services to the customer in an amount that reflects the consideration VMware expects to receive in exchange for those licenses, services or subscriptions. Control of a promised license, subscription or service may be transferred to a customer either at a point in time or over time, which affects the timing of revenue recognition. VMware’s contracts with customers may include a combination of licenses, subscriptions and services that are accounted for as distinct performance obligations. Licenses that represent distinct performance obligations are recognized at a point in time when the software license keys have been made available to the customer. Licenses sold as part of the Company’s subscriptions that do not represent distinct performance obligations are recognized over time along with the associated services that form a combined performance obligation with the software. Management assesses relevant contractual terms in contracts with customers and applies significant judgment in identifying and accounting for all terms and conditions in certain contracts. Certain contracts include third-party offerings and revenue that may be recognized net of the third-party costs, based upon an assessment as to whether VMware had control of the underlying third-party offering. Revenue is recognized net of any taxes invoiced to customers, which are subsequently remitted to governmental authorities.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, VMware may enter into revenue and purchase contracts with the same customer within a short period of time. VMware evaluates the underlying economics and fair value of the consideration payable to the customer to determine if any portion of the consideration payable to the customer exceeds the fair value of the goods and services received and should be accounted for as a reduction of the transaction price of the revenue contract.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">License Revenue</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware generally sells its license software through distributors, resellers, system vendors, systems integrators and its direct sales force. Performance obligations related to license revenue, including the license portion of term licenses, represent functional intellectual property under which a customer has the legal right to the on-premises license. The license provides significant standalone functionality and is a separate performance obligation from the maintenance and support and professional services sold by VMware. On-premises license revenue is recognized at a point in time, upon delivery and transfer of control of the underlying license to the customer.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">License revenue from on-premises license software sold to original equipment manufacturers (“OEMs”) is recognized when the sale to the end user occurs. Revenue is recognized upon reporting by the OEMs of their sales, and for the period where information of the underlying sales has not been made available, revenue is recognized based upon estimated sales.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Subscription and SaaS Revenue</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s subscription and SaaS revenue consists of hosted services, license usage fees from the Company’s VCPP, and perpetual or subscription license sales of its software platform with open source licenses or offerings under which licenses and services are accounted for as combined performance obligations.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s hosted services consist of certain software offerings sold as a service-based technology without the customer’s ability to take possession of the software over the subscription term. Hosted services are recognized as SaaS revenue over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VCPP partners license on-premises software from VMware on a monthly basis under a usage-based model. Generally, contracts with VCPP partners include cancellation rights. Revenue recognition is based on fees associated with reported license consumption by the VCPP partners and includes estimates for the period when consumption information has not been made available.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription license sales of the Company’s software platform offering provides customers with a term-based license to its platform, which includes, among other items, open-source software, support, enhancements, upgrades and compatibility to certified systems, all of which are offered on an if-and-when available basis. Subscription revenue is recognized ratably over the contract term beginning on the date that the Company’s platform is made available to the customer.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription sales also include offerings sold on a perpetual and term basis where licenses provide customers with access to and the right to utilize the threat intelligence capabilities and ongoing support. VMware considers the software license and access to critical threat intelligence capabilities to be a single performance obligation. Subscription revenue is recognized ratably over the contract term beginning on the date the software is delivered to the customer.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subscription licenses sold on a term-basis are generally over a <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmVjMzBlNTA4YWRlNjRjNjJiZDdlNDdiN2RkN2M4OWM1L3NlYzplYzMwZTUwOGFkZTY0YzYyYmQ3ZTQ3YjdkZDdjODljNV80OS9mcmFnOjIzNDI2ZTU3YzllNTQ5Y2NiZDIyNzM5ODQ1YmE1NTM4L3RleHRyZWdpb246MjM0MjZlNTdjOWU1NDljY2JkMjI3Mzk4NDViYTU1MzhfNjA0NzMxNDE2MzQwMA_e302dc7e-d807-40da-83e0-c44b1e5c1fc3">one</span>- or three-year duration and invoiced to the customers either upfront, annually, quarterly or monthly.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Services Revenue</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s services revenue generally consists of software maintenance and support and professional services. Software maintenance and support offerings entitle customers to receive major and minor product upgrades, on a when-and-if-available basis, and technical support. Maintenance and support services are comprised of multiple performance obligations including updates, upgrades to licenses and technical support. While separate performance obligations are identified within maintenance and support services, the underlying performance obligations generally have a consistent continuous pattern of transfer to a customer during the term of a contract. Maintenance and support services revenue is recognized ratably over the contract duration.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Professional services include design, implementation, training and consulting services. Professional services performed by VMware represent distinct performance obligations as they do not modify or customize licenses sold. These services are not highly interdependent or highly interrelated to licenses sold such that a customer would not be able to use the licenses without the professional services. Revenue from fixed fee professional services engagements is recognized based on progress made toward the total project effort, which can be reasonably estimated. As a practical expedient, VMware recognizes revenue from professional services engagements invoiced on a time and materials basis as the hours are incurred based on VMware’s right to invoice amounts for performance completed to date.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contracts with Multiple Performance Obligations</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware enters into revenue contracts with multiple performance obligations in which a customer may purchase combinations of licenses, maintenance and support, subscriptions, hosted services, training, consulting services, and rights to future products and services. For contracts with multiple performance obligations, VMware allocates total transaction value to the identified underlying performance obligations based on relative standalone selling price (“SSP”). VMware typically estimates SSP of services based on observable transactions when the services are sold on a standalone basis and those prices fall within a reasonable range. VMware utilizes the residual approach to estimate SSP for products or services sold to customers due to highly variable pricing.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Rebates and Marketing Development Funds</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Rebates, which are offered to certain channel partners and represent a form of variable consideration, are accounted for as a reduction to the transaction price on eligible contracts.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Rebates are determined based on eligible sales during the quarter or based on actual achievement to quarterly target sales. The reduction of the aggregate transaction price against eligible contracts is allocated to the applicable performance obligations. The difference between the estimated rebates recognized and the actual amounts paid has not been material to date.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain channel partners are also reimbursed for direct costs related to marketing or other services that are defined under the terms of the marketing development programs. Estimated reimbursements for marketing development funds are accounted for as consideration payable to a customer, reducing the transaction price of the underlying contracts. The most likely amount method is used to estimate the marketing fund reimbursements at the end of the quarter and the reduction of transaction price is allocated to the applicable performance obligations. The difference between the estimated reimbursement and the actual amount paid to channel partners has not been material to date.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Returns Reserves</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">With limited exceptions, VMware’s return policy does not allow product returns for a refund. VMware estimates and records reserves for product returns at the time of sale based on historical return rates. Amounts are recorded as a reduction of revenue or unearned revenue. Returns reserves were not material for all periods presented.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Commissions</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Sales commissions, including the employer portion of payroll taxes, earned by VMware’s sales force are considered incremental and recoverable costs of obtaining a contract, and are deferred and generally amortized on a straight-line basis over the expected period of benefit. The expected period of benefit is generally determined using the contract term or underlying technology life, if renewals are expected and the renewal commissions are not commensurate with the initial commissions. Sales commissions related to software maintenance and support renewals are deferred and amortized on a straight-line basis over the contractual renewal period.</span></div> P3Y Foreign Currency Remeasurement and TranslationThe United States (“U.S.”) dollar is the functional currency of VMware’s foreign subsidiaries as of January 29, 2021. As of January 31, 2020, the U.S. dollar was the functional currency for the majority of VMware’s foreign subsidiaries, except for certain Pivotal foreign subsidiaries, many of which were wound down during fiscal 2021. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. VMware records net gains and losses resulting from foreign exchange transactions as a component of foreign currency exchange gains and losses in other income (expense), net on the consolidated statements of income. These gains and losses are net of those recognized on foreign currency forward contracts (“forward contracts”) not designated as hedges that VMware enters into to partially mitigate its exposure to foreign currency fluctuations. VMware records foreign currency translation adjustments in other comprehensive income (loss) <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash and Cash Equivalents, Short-Term Investments, and Restricted Cash</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, VMware invests primarily in money market funds, highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. All highly liquid investments with maturities of 90 days or less from date of purchase are classified as cash equivalents and all highly liquid investments with maturities of greater than 90 days from date of purchase as short-term investments. Short-term investments are classified as available-for-sale securities. VMware may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisitions and strategic investments.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When invested, fixed income investments are reported at market value and unrealized gains and losses on these investments, net of tax, are included in accumulated other comprehensive loss, a component of stockholders’ equity. Realized gains or losses are included on the consolidated statements of income. Gains and losses on the sale of fixed income securities issued by the same issuer and of the same type are determined using the first-in first-out method. When a determination has been made that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is realized and is included on the consolidated statements of income.</span></div>Cash balances that are restricted pursuant to the terms of various agreements are classified as restricted cash and included in other current assets and other assets in the accompanying consolidated balance sheets. <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Investments in Equity Securities</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware holds equity securities in publicly and privately held companies. VMware elected to measure securities in privately held companies at cost less impairment, if any, adjusted for observable price changes in orderly transactions for the identical or a similar security of the same issuer. VMware’s securities in publicly held companies are measured at fair value </span></div>using quoted prices for identical assets in an active market. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income. <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Allowance for Credit Losses</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware maintains an allowance for credit losses for estimated losses on uncollectible accounts receivable. VMware determines the allowance based on various factors such as historical experience, the age of the receivable and current economic conditions that may affect customers’ ability to pay. The allowance for credit losses was not significant for all periods presented.</span></div> <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net is recorded at cost. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful life of the assets, as follows:</span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.315%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:48.462%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term of underlying land lease</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 years</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 years</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 6 years</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 8 years</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 years, not to exceed the shorter of the estimated useful life or remaining lease term</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized on the consolidated statements of income. Repair and maintenance costs that do not extend the economic life of the underlying assets are expensed as incurred.</span></div> Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful life of the assets, as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:48.315%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:48.462%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term of underlying land lease</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 years</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 years</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 6 years</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 8 years</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 years, not to exceed the shorter of the estimated useful life or remaining lease term</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net, as of the periods presented consisted of the following (table in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment and software</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,620 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,404 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings and improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,137 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,088 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">132 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total property and equipment</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,971 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,718 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depreciation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,637)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,438)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total property and equipment, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,334 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,280 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> P15Y P7Y P3Y P6Y P3Y P8Y P20Y <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Capitalized Software Development Costs</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs associated with internal-use software, including those used to provide hosted services, during the application development stage are capitalized. Capitalization of costs begins when the preliminary project stage is completed, management has committed to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization ceases at the point when the project is substantially complete and is ready for its intended purpose. The capitalized amounts are included in property and equipment, net on the consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Development costs of software to be sold, leased, or otherwise marketed are subject to capitalization beginning when technological feasibility for the product has been established and ending when the product is available for general release. During the years presented, software development costs incurred for products during the time period between reaching technological feasibility and general release were not material and accordingly were expensed as incurred.</span></div> <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Combinations</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For business combinations, with the exception of acquisitions of entities under common control, VMware recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, which are measured based on the acquisition date fair value. Goodwill is measured as the excess of consideration transferred over the net amounts of the identifiable tangible and intangible assets acquired and the liabilities assumed at the acquisition date. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware uses significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed and the related useful lives of the acquired assets, when applicable, as of the acquisition date. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When those estimates are provisional, VMware refines them as necessary during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which VMware may gather and analyze the necessary information about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Measurement period adjustments are recorded during the period in which the adjustment amount is determined. All other adjustments are recorded to the consolidated statements of income.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Acquisitions of entities under common control requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. Assets and liabilities transferred are recorded at their historical carrying amounts on the date of the transfer. The difference between purchase consideration and historical value of the net assets on the date of the transfer are recognized in total stockholders’ equity on the consolidated balance sheets.</span></div>Costs to effect an acquisition are recorded in general and administrative expenses on the consolidated statements of income as the expenses are incurred. Gains recognized for the remeasurement of ownership interest to fair value upon completion of a step acquisition are recorded in other income (expense), net on the consolidated statements of income. <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Purchased Intangible Assets and Goodwill</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Goodwill is evaluated for impairment during the third quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. VMware elected to perform a quantitative assessment of goodwill with respect to its one reporting unit. In doing so, VMware compared the enterprise fair value to the carrying amount of the reporting unit, including goodwill. VMware concluded that, to date, there have been no impairments of goodwill.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Purchased intangible assets with finite lives are generally amortized over their estimated useful lives using the straight-line method. VMware reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.</span></div> 1 0 <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Derivative Instruments and Hedging Activities</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Derivative instruments are measured at fair value and reported as current assets and current liabilities on the consolidated balance sheets, as applicable.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">To manage VMware’s exposure to foreign currency fluctuations, VMware enters into forward contracts to hedge a portion of VMware’s net outstanding monetary asset or liability positions. These forward contracts are generally entered into on a monthly basis, with a typical contractual term of one month. These forward contracts are not designated as hedging instruments under applicable accounting guidance and therefore are adjusted to fair value through other income (expense), net on the consolidated statements of income.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additionally, VMware enters into forward contracts, which it designates as cash flow hedges to manage the volatility of cash flows that relate to operating expenses denominated in certain foreign currencies. These forward contracts are entered into annually, have maturities of twelve months or less, and are adjusted to fair value through accumulated other comprehensive loss, net of tax, on the consolidated balance sheets. When the underlying expense transaction occurs, the gains or losses on the forward contract are subsequently reclassified from accumulated other comprehensive loss to the related operating expense line item on the consolidated statements of income.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company does not, and does not intend to, use derivative financial instruments for trading or speculative purposes.</span></div>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 and by monitoring credit ratings, credit spreads and other relevant public information about its counterparties. VMware does not, and does not intend to, use derivative instruments for trading or speculative purposes. Employee Benefit PlansThe Company has a defined contribution program for U.S. employees that complies with Section 401(k) of the Internal Revenue Code. In addition, the Company offers defined contribution plans to employees in certain countries outside the U.S. 176000000 169000000 122000000 AdvertisingAdvertising costs are expensed as incurred. 33000000 25000000 33000000 <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Income taxes as presented herein are calculated on a separate tax return basis, although VMware is included in the consolidated tax return of Dell. However, under certain circumstances, transactions between VMware and Dell are assessed using consolidated tax return rules. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal. Pivotal will continue to file its separate tax return for U.S. federal income tax purposes as it has since left the Dell consolidated tax group at the time of Pivotal’s initial public offering (“IPO”) in April 2018.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The U.S. Tax Cuts and Jobs Act enacted on December 22, 2017 (the “2017 Tax Act”) introduced significant changes to U.S. income tax law. During December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which allowed for the recognition of provisional tax amounts during a measurement period not to extend beyond one year of the enactment date. Provisional taxes relating to the effect of the tax law changes, including the estimated transition tax and the remeasurement of U.S. deferred tax assets and liabilities, among others, were recognized during fiscal 2018. The Company completed its analysis of the impact of the 2017 Tax Act and recorded immaterial adjustments during the fourth quarter of fiscal 2019.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Global Intangible Low-Taxed Income (“GILTI”) provisions of the 2017 Tax Act require VMware to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. GAAP allows the Company to choose between an accounting policy that treats the U.S. tax under GILTI provisions as either a current expense, as incurred, or as a component of the Company’s measurement of deferred taxes. VMware has elected to record impacts of GILTI as period costs and recognized the tax impacts associated with GILTI as a current expense on its consolidated statements of income beginning with the year ended February 1, 2019.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The difference between the income taxes payable or receivable that is calculated on a separate return basis and the amount paid to or received from Dell pursuant to VMware’s tax sharing agreement is presented as a component of additional paid-in capital, generally in the period in which the consolidated return is filed. Refer to Note P for further information.</span></div> <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Net Income Per Share</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic net income per share is calculated using the weighted-average number of shares of VMware’s common stock outstanding during the period. Diluted net income per share is calculated using the weighted-average number of common stock, including the dilutive effect of equity awards as determined under the treasury stock method. VMware has two classes of common stock, Classes A and B. For purposes of calculating net income per share, VMware uses the two-class method. As both classes share the same rights in dividends, basic and diluted net income per share are the same for both classes.</span></div> <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Concentrations of Risks</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments, which potentially subject VMware to concentrations of credit risk, consist principally of cash and cash equivalents, short-term investments and accounts receivable. Cash on deposit with banks may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand. VMware places cash and cash equivalents and short-term investments primarily in money market funds and fixed income securities and limits the amount of investment with any single issuer and any single financial institution. VMware held a diversified portfolio of money market funds and fixed income securities, which primarily consisted of various highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. VMware’s fixed income investment portfolio was denominated in U.S. dollars and consisted of securities with various maturities.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware manages counterparty risk through necessary diversification of the investment portfolio among various financial institutions and by entering into derivative contracts with financial institutions that are of high credit quality.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware provides credit to its customers, including distributors, OEMs, resellers, and end-user customers, in the normal course of business. To reduce credit risk, VMware performs periodic credit evaluations, which consider the customer’s payment history and financial stability.</span></div> 0.13 0.14 0.12 0.11 0.10 0.11 0.12 0.13 0.10 0.12 <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting for Stock-Based Compensation</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware restricted stock, including performance stock unit (“PSU”) awards, are valued based on the Company’s stock price on the date of grant. For those awards expected to vest, which only contain a service vesting feature, compensation cost is recognized on a straight-line basis over the awards’ requisite service periods.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">PSU awards will vest if certain VMware-designated performance targets, including in certain cases a time-based or market-based vesting component, are achieved. All PSU awards also include a time-based vesting component. If minimum performance thresholds are achieved, each PSU award will convert into VMware’s Class A common stock at a defined ratio </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSU awards’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted and recorded on the consolidated statements of income and the remaining unrecognized stock-based compensation is recognized over the remaining requisite service period.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">With the exception of stock options assumed as a part of transactions under common control, the Black-Scholes option-pricing model is used to determine the fair value of VMware’s stock option awards and Employee Stock Purchase Plan shares. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected term and risk-free interest rates. These assumptions reflect the Company’s best estimates, but these items involve uncertainties based on market and other conditions outside of the Company’s control.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For outstanding stock options assumed as a part of a transaction between entities under common control, equity awards are converted to VMware’s Class A common stock and valued at historical carrying amounts.</span></div> <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware adopted ASU 2016-02, Leases (“Topic 842”) during fiscal 2020 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 contained a lease. Prior period amounts were not recast under this standard.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Right-of-use (“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 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 consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Adopted Accounting Standards</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective February 1, 2020, VMware adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the measurement and recognition of current expected credit losses for financial assets. The standard did not have a material impact on the Company’s consolidated financial statements.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">New Accounting Pronouncement</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, simplifying the accounting for convertible instruments and contracts in an entity’s own equity and amending the diluted earnings per share guidance for greater consistency within the standard. With the exception of the impact to the Company’s diluted net income per share, which is not expected to be material, the updated standard is not expected to have any other impact on the Company’s financial statements. The updated standard is effective for </span></div>interim and annual periods beginning after December 15, 2021, but may be early adopted. VMware plans to adopt this updated standard during the first quarter of fiscal 2022 on a modified retrospective basis. Pivotal Acquisition<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, VMware completed the acquisition of Pivotal at a blended price per share of $11.71 and an aggregate purchase consideration of $2.9 billion. The purchase consideration of $2.9 billion was comprised of $15.00 per share or $1.7 billion of cash paid to the non-controlling interest holders of Pivotal’s Class A common stock, the exchange of $1.1 billion of VMware’s Class B common stock for Pivotal’s Class B common stock held by Dell, at an exchange ratio of 0.055 VMware shares for each Pivotal share, and a $155 million accrual for amounts potentially owed to dissenting shareholders in connection with the acquisition, which was recorded in accrued expenses and other on the consolidated balance sheet as of January 31, 2020. In recording the repurchase of the non-controlling interest, the Company recognized a reduction of additional paid in capital of $649 million, which corresponds to the excess of the purchase consideration of $1.8 billion that was paid and accrued, over the carrying value of the non-controlling interest of $1.2 billion. In the aggregate, this transaction resulted in a cash payout, net of cash acquired, of $838 million and the issuance of 7.2 million shares of VMware’s Class B common stock to Dell. Pivotal’s Class B common stock previously held by VMware was canceled. Following the completion of the acquisition, shares of Pivotal Class A common stock ceased to be listed on the New York Stock Exchange and registration of the Pivotal Class A common stock under the Exchange Act was terminated.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the second quarter of fiscal 2021, VMware paid $91 million to dissenting stockholders of Pivotal, representing a portion of the amount accrued as of January 31, 2020.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The purchase was accounted for as a transaction between entities under common control. Assets and liabilities transferred were recorded at historical carrying amounts of Pivotal on the date of the transfer, except for certain goodwill and intangible assets that were recorded in the amounts previously recognized by Dell for Pivotal in connection with Dell’s acquisition of EMC during fiscal 2016. VMware’s previous investment in Pivotal, including any unrealized gain or loss previously recognized in other income (expense), net on the consolidated statements of income, were derecognized. Transactions with Pivotal that were previously accounted for as transactions between related parties were eliminated in the consolidated financial statements for all periods presented. All intercompany transactions and account balances between VMware and Pivotal have been eliminated upon consolidation for all periods presented.</span></div> 11.71 2900000000 2900000000 15.00 1700000000 1100000000 0.055 155000000 649000000 1800000000 1200000000 838000000 7200000 91000000 Revenue, Unearned Revenue and Remaining Performance Obligations<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Receivables</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware records a receivable when an unconditional right to consideration exists and transfer of control has occurred, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Payment terms vary based on license, subscription or service offerings and payment is generally required within 30 to 45 days from date of invoicing. Certain performance obligations may require payment before delivery of the license or service to the customer.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contract Assets</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 consolidated balance sheets. Contract assets were $43 million and $26 million as of January 29, 2021 and January 31, 2020, respectively. Contract asset balances will fluctuate based upon the timing of the transfer of services, billings and customers’ acceptance of contractual milestones.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contract Liabilities</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Customer Deposits</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 29, 2021, customer deposits related to customer prepayments and cloud credits of $294 million were included in accrued expenses and other, and $163 million were included in other liabilities on the consolidated balance sheets. As of January 31, 2020, customer deposits related to customer prepayments and cloud credits of $247 million were included in accrued expenses and other, and $143 million were included in other liabilities on the consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Commissions</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 January 29, 2021 and January 31, 2020 were $31 million and $13 million, respectively. Deferred commissions included in other assets were $1.1 billion and $938 million as of January 29, 2021 and January 31, 2020, respectively.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense for deferred commissions was included in sales and marketing on the consolidated statements of income and was $437 million, $354 million and $311 million, during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Unearned Revenue</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Unearned revenue as of the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned license revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned subscription and SaaS revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,998 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,534 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned software maintenance revenue</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,092 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,700 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned professional services revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,209 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,015 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total unearned revenue</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,314 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,268 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Unearned subscription and SaaS revenue is generally recognized over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Unearned software maintenance revenue is attributable to VMware’s maintenance contracts and is generally recognized ratably over the contract duration. The weighted-average remaining contractual term as of January 29, 2021 was approximately two years. Unearned professional services revenue results primarily from prepaid professional services and is generally recognized as the services are performed.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Total billings and revenue recognized during the twelve months ended January 29, 2021 were $8.4 billion and $7.4 billion, respectively, and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses. During the twelve months ended January 29, 2021, VMware also assumed $33 million in unearned revenue in connection with business combinations.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Total billings and revenue recognized during the twelve months ended January 31, 2020 were $8.1 billion and $6.4 billion, respectively, and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses. During the twelve months ended January 31, 2020, VMware also assumed $154 million in unearned revenue in connection with the acquisition of Carbon Black, Inc. (“Carbon Black”).</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue recognized during the year ended February 1, 2019 was $5.5 billion and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Remaining Performance Obligations</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div>As of January 29, 2021, the aggregate transaction price allocated to remaining performance obligations was $11.3 billion, of which approximately 55% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. As of January 31, 2020, the aggregate transaction price allocated to remaining performance obligations was $10.3 billion, of which approximately 54% was expected to be recognized as revenue during fiscal 2021, and the remainder thereafter. P30D P45D 43000000 26000000 294000000 163000000 247000000 143000000 31000000 13000000 1100000000 938000000 437000000 354000000 311000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Unearned revenue as of the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned license revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned subscription and SaaS revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,998 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,534 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned software maintenance revenue</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,092 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,700 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned professional services revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,209 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,015 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total unearned revenue</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,314 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,268 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 15000000 19000000 1998000000 1534000000 7092000000 6700000000 1209000000 1015000000 10314000000 9268000000 P2Y 8400000000 7400000000 33000000 8100000000 6400000000 154000000 5500000000 11300000000 0.55 P12M 10300000000 0.54 Related Parties<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The information provided below includes a summary of transactions with Dell and Dell’s consolidated subsidiaries (collectively, “Dell”).</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Transactions with Dell</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware and Dell engaged in the following ongoing related party transactions, which resulted in revenue and receipts, and unearned revenue for VMware:</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Dell purchases products and services from VMware for its internal use.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, revenue from Dell accounted for 35%, 31% and 25% of VMware’s consolidated revenue, respectively. During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, revenue recognized on transactions where Dell acted as an OEM accounted for 12%, 12% and 13% of revenue from Dell, respectively, or 4%, 4% and 3% of VMware’s consolidated revenue, respectively. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:25.800%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.940%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="15" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Revenue and Receipts</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unearned Revenue</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reseller revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,053 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,288 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,355 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,952 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,787 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Internal-use revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Collaborative technology project receipts</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> n/a</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Customer deposits resulting from transactions with Dell were $214 million and $194 million as of January 29, 2021 and January 31, 2020, respectively.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware and Dell engaged in the following ongoing related party transactions, which resulted in costs to VMware:</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">VMware purchases and leases products and purchases services from Dell.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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 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 consolidated statements of income. </span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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. </span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Information about VMware’s payments for such arrangements during the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchases and leases of products and purchases of services</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">206 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">242 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dell subsidiary support and administrative costs</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">145 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Amount includes indirect taxes that were remitted to Dell during the periods presented.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of fiscal 2020, VMware entered into an arrangement with Dell to transfer approximately 250</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">professional services employees from Dell to VMware. These employees are experienced in providing professional services that deliver VMware technology and this transfer centralizes these resources within the Company in order to serve its customers more efficiently and effectively. The transfer was substantially completed during the fourth quarter of fiscal 2020 and did not have a material impact to the consolidated financial statements. VMware also expects that Dell will continue to resell VMware consulting solutions.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of fiscal 2019, VMware acquired technology and employees related to the Dell EMC Service Assurance Suite, which provides root cause analysis management software for communications service providers, from Dell. The purchase of the Dell EMC Service Assurance Suite was accounted for as a transaction by entities under common control. The amount of the purchase price in excess of the historical cost of the acquired assets was recognized as a reduction to retained earnings on the consolidated balance sheets. Transition services were provided by Dell over a period of 18 months, starting from the date of the acquisition, which were not significant.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Dell Financial Services (“DFS”)</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 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 $60 million, $66 million and $40 million during the years ended January 29, 2021, January 31, 2020, and February 1, 2019, respectively.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Due To/From Related Parties, Net</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amounts due to and from related parties, net as of the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due from related parties, current</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,558 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,618 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to related parties, current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due from related parties, net, current</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,438 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,457 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Includes an immaterial amount related to the Company’s current operating lease liabilities due to related parties. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 consolidated balance sheets as of January 29, 2021 and January 31, 2020.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Special Dividend</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On July 1, 2018, VMware’s board of directors declared a conditional $11.0 billion one-time special cash dividend (the “Special Dividend”), payable pro-rata to VMware stockholders as of the record date. 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. Dell was paid approximately $9.0 billion in cash as a result of its financial interest in VMware’s common stock as of the record date. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Special Dividend was paid in connection with the closing of a transaction by Dell pursuant to which holders of Dell Class V common stock, which was designed to track the economic performance of VMware, exchanged the Dell Class V common stock for Dell Class C common stock or cash or both, resulting in the elimination of the Dell Class V common stock. Refer to Note Q for more information.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Notes Payable to Dell</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 29, 2021 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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019, interest expense on the notes payable to Dell was not significant.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Related Party Transactions</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the acquisition of Pivotal, certain members of Pivotal’s board of directors were executives of Ford Motor Company (“Ford”) and General Electric Company (“GE”), and these companies were customers of Pivotal. Revenue recognized from sales to Ford while it was a related party was not significant during the year ended January 31, 2020 and was $12 million during the year ended February 1, 2019. During the year ended February 1, 2019, revenue recognized from sales to GE while it was a related party was not significant. Subsequent to fiscal 2019, GE was no longer a related party. Subsequent to VMware’s acquisition of Pivotal, Ford was no longer a related party.</span></div> 0.35 0.31 0.25 0.12 0.12 0.13 0.04 0.04 0.03 Information about VMware’s revenue and receipts, and unearned revenue from such arrangements, for the periods presented consisted of the following (table in millions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:25.800%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.940%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="15" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Revenue and Receipts</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unearned Revenue</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reseller revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,053 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,288 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,355 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,952 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,787 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Internal-use revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Collaborative technology project receipts</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> n/a</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Information about VMware’s payments for such arrangements during the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchases and leases of products and purchases of services</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">206 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">242 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dell subsidiary support and administrative costs</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">145 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Amount includes indirect taxes that were remitted to Dell during the periods presented.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amounts due to and from related parties, net as of the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due from related parties, current</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,558 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,618 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to related parties, current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due from related parties, net, current</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,438 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,457 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Includes an immaterial amount related to the Company’s current operating lease liabilities due to related parties. </span></div>The following table summarizes the payments made during the periods presented (table in millions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments from VMware to Dell, net</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">307 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">159 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table> 4053000000 3288000000 2355000000 4952000000 3787000000 63000000 82000000 41000000 45000000 57000000 13000000 10000000 4000000 214000000 194000000 206000000 242000000 200000000 74000000 119000000 145000000 250 P18M 60000000 66000000 40000000 1558000000 1618000000 120000000 161000000 1438000000 1457000000 P60D 11000000000.0 26.81 9000000000.0 270000000 0.0175 12000000 Commitments and Contingencies<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Litigation</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 5, 2020, two purported Pivotal stockholders filed a petition for appraisal in the Delaware Court of Chancery (the “Court”) seeking a judicial determination of the fair value of an aggregate total of 10,000,100 Pivotal shares (the “Appraisal Action”). Separately, on June 4, 2020, purported Pivotal stockholder Kenia Lopez filed a lawsuit in the Court against Dell, VMware, Michael Dell, Robert Mee, and Cynthia Gaylor (the “Lopez Action”), which alleges breach of fiduciary duty and aiding and abetting, all tied to VMware’s acquisition of Pivotal. On July 16, 2020, purported Pivotal stockholder Stephanie Howarth filed a similar lawsuit against the same defendants asserting similar claims (the “Howarth Action”). On August 14, 2020, the Court entered an order consolidating the Appraisal Action, the Lopez Action, and the Howarth Action into a single action (the “Consolidated Action”) for all purposes including pretrial discovery and trial. The Court has not yet issued a scheduling order for the Consolidated Action, but the parties have moved forward with pretrial discovery. On June 23, 2020, the Company made a payment of $91 million to the petitioners in the Appraisal Action, which reduces the Company’s exposure to accumulating interest. In addition, on September 23, 2020, the Company filed a motion to dismiss the claims asserted in the Lopez Action and the Howarth Action, for which briefing was completed. The hearing date for this motion to dismiss is April 1, 2021. 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 itself in connection with this matter.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 25, 2019, Cirba Inc. and Cirba IP, Inc. (collectively, “Cirba”) sued VMware in the United States District Court for the District of Delaware (the “Delaware Court”) for allegedly infringing two patents and three trademarks (“First Action”). After an August 6, 2019 hearing, the Delaware Court denied Cirba’s preliminary injunction motion. On August 20, 2019, VMware filed counterclaims against Cirba for infringing four VMware patents. The Delaware Court severed VMware’s patent infringement counterclaims from Cirba’s claims. On January 24, 2020, a jury returned a verdict that VMware had willfully </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">infringed Cirba’s two patents and awarded approximately $237 million in damages. As to Cirba’s trademark-related claims, the jury found that VMware was not liable. A total of $237 million was accrued for the First Action as of January 31, 2020, which reflected the estimated losses that were considered both probable and reasonably estimable at that time. The amount accrued for this matter was included in accrued expenses and other on the consolidated balance sheet as of January 31, 2020 and the charge was included in general and administrative expense on the consolidated statement of income for the year ended January 31, 2020. On March 9, 2020, the parties filed post-trial motions in the First Action. On December 21, 2020, the Delaware Court granted VMware’s request for a new trial based, in part, on Cirba Inc.’s lack of standing, set aside the verdict and damages award, and denied Cirba’s post-trial motions (the “Post-Trial Order”). On October 22, 2019, VMware filed a separate lawsuit against Cirba Inc. in the United States District Court for the Eastern District of Virginia for infringing four additional VMware patents (“Second Action”). The Second Action was transferred to the Delaware Court on February 25, 2020. On March 23, 2020, Cirba filed a counterclaim against VMware in the Second Action alleging infringement of an additional Cirba patent. The Delaware Court consolidated the First and Second Actions and ordered a consolidated trial on all of the parties’ patent infringement claims and counterclaims. The parties have proposed April 24, 2023 as the date for a consolidated trial. On January 20, 2021, Cirba moved to certify the Post-Trial Order to enable an interlocutory appeal to the United States Court of Appeals for the Federal Circuit. This motion has been fully briefed and is now pending before the Court. As of January 29, 2021, the Company reassessed its estimated loss accrual for the First Action based on the Post-Trial Order and determined that a loss is no longer probable and reasonably estimable with respect to the consolidated First and Second Actions. Accordingly, the estimated loss accrual of $237 million recorded on the consolidated balance sheet was derecognized, with the credit included in general and administrative expense on the consolidated income statement for the year ended January 29, 2021. 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. The Company intends to vigorously defend against this matter.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the staff of the Enforcement Division of the SEC requested documents and information related to VMware’s backlog and associated accounting and disclosures. VMware is fully cooperating with the SEC’s investigation and is unable to predict the outcome of this matter at this time.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 consolidated financial statements.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 January 29, 2021, 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 possible disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on its consolidated financial statements.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contractual Commitments</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s minimum contractual commitments as of January 29, 2021 were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Purchase Obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Asset Retirement Obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">391 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">394 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">294 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">296 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">331 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,017 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,040 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s contractual commitments also include leased office facilities and equipment under various lease arrangements. Refer to Note N for more information on VMware’s lease commitments. </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Guarantees and Indemnification Obligations</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware enters into agreements in the ordinary course of business with, among others, customers, distributors, resellers, system vendors and systems integrators. Most of these agreements require VMware to indemnify the other party against third-party claims alleging that a VMware product infringes or misappropriates a patent, copyright, trademark, trade secret, and/or other intellectual property right. Certain of these agreements require VMware to indemnify the other party against certain claims relating to property damage, personal injury, or the acts or omissions of VMware, its employees, agents, or representatives.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware has agreements with certain vendors, financial institutions, lessors and service providers pursuant to which VMware has agreed to indemnify the other party for specified matters, such as acts and omissions of VMware, its employees, agents, or representatives.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware has procurement or license agreements with respect to technology that it has obtained the right to use in VMware’s products and agreements. Under some of these agreements, VMware has agreed to indemnify the supplier for certain claims that may be brought against such party with respect to VMware’s acts or omissions relating to the supplied products or technologies.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware has agreed to indemnify the directors and executive officers of VMware, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer. VMware’s by-laws and charter also provide for indemnification of directors and officers of VMware and VMware subsidiaries to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer. VMware also indemnifies certain employees who provide services with respect to employee benefits plans, including, for example, the members of the Administrative Committee of the VMware 401(k) Plan, and employees who serve as directors or officers of VMware’s subsidiaries.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with certain acquisitions, VMware has agreed to indemnify the former directors and officers of the acquired company in accordance with the acquired company’s by-laws and charter in effect immediately prior to the acquisition or in accordance with indemnification or similar agreements entered into by the acquired company and such persons. VMware typically purchases a “tail” directors and officers insurance policy, which should enable VMware to recover a portion of any future indemnification obligations related to the former officers and directors of an acquired company.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">It is not possible to determine the maximum potential amount under these indemnification agreements due to the relatively small number of prior indemnification claims and the unique facts and circumstances involved in each particular situation. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s consolidated results of operations, financial position, or cash flows.</span></div> 2 10000100 91000000 2 3 4 2 237000000 237000000 4 237000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s minimum contractual commitments as of January 29, 2021 were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Purchase Obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Asset Retirement Obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">391 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">394 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">294 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">296 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">331 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,017 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,040 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 391000000 3000000 394000000 294000000 2000000 296000000 331000000 1000000 332000000 1000000 3000000 4000000 0 9000000 9000000 0 5000000 5000000 1017000000 23000000 1040000000 Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Combinations</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fiscal 2021</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of SaltStack, Inc.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of fiscal 2021, VMware completed the acquisition of SaltStack, Inc., a developer of intelligent, event-driven automation software, to broaden VMware’s Cloud Management capabilities from infrastructure to applications. The total purchase price, net of cash acquired, was $51 million. The purchase price primarily included $29 million of identifiable intangible assets and $24 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of three years. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of Datrium, Inc.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the second quarter of fiscal 2021, VMware completed the acquisition of Datrium, Inc., a provider of cloud-native disaster recovery solutions, to broaden the VMware Site Recovery Disaster Recovery as a Service offerings. The total purchase price, net of cash acquired, was $137 million. The purchase price primarily included $25 million of identifiable intangible assets and $91 million of goodwill. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of three years to five years. During the fourth quarter of fiscal 2021, the Company evaluated facts and circumstances that existed as of the acquisition date and adjusted the provisional amount recorded to deferred tax asset, resulting in an increase of $40 million to goodwill, and determined that intangible assets and goodwill are expected to be deductible for tax purposes.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of Lastline, Inc.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the second quarter of fiscal 2021, VMware completed the acquisition of Lastline, Inc., a provider of network-based security breach detection products and services, to enhance capabilities for network detection and threat analysis on VMware NSX and SD-WAN offerings. The total purchase price, net of cash acquired, was $114 million. The purchase price primarily included $29 million of identifiable intangible assets and $86 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to four years.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of Nyansa, Inc.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the first quarter of fiscal 2021, VMware completed the acquisition of Nyansa, Inc., a developer of artificial intelligence-based network analytics, to accelerate the delivery of end-to-end monitoring and troubleshooting capacities within VMware SD-WAN by VeloCloud. The total purchase price, net of cash acquired, was $38 million. The purchase price primarily included $14 million of identifiable intangible assets and $24 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to four years.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other Fiscal 2021 Acquisitions</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended January 29, 2021, VMware completed five other acquisitions, which were not material, individually or in aggregate, to the consolidated financial statements. VMware expects these acquisitions to primarily enhance its product features and capabilities for its VMware Carbon Black Cloud and vRealize Operations offerings. The aggregate purchase price for these five acquisitions, net of cash acquired, was $62 million and primarily included $52 million of identifiable intangible assets and $16 million of goodwill, the majority of which is expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to five years.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For each of the acquisitions completed during fiscal 2021, the excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which management believes represents synergies expected from combining the technologies of VMware with those of the acquired businesses. 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. VMware expects to finalize the allocation of the purchase price within the measurement period.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The pro forma financial information assuming these fiscal 2021 acquisitions 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fiscal 2020</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of Pivotal</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal, a leading cloud-native platform provider, to enhance VMware’s cloud native Kubernetes portfolio. Refer to Note B for more information.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of Carbon Black</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of fiscal 2020, 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 purchase price was $2.0 billion, net of cash acquired of $111 million.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Merger consideration totaling $18 million is held with a third-party paying agent and is payable to certain employees 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 $171 million was allocated to future services and will be expensed over the remaining requisite service periods of approximately three years on a straight-line basis. The estimated fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.2 was applied to convert Carbon Black’s outstanding stock awards into shares of VMware's common stock.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the allocation of the consideration to the fair value of the assets acquired and liabilities assumed on the date of acquisition (table in millions): </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.864%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.936%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">111 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts receivable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">492 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,588 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other acquired assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets acquired</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,301 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned revenue</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assumed liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liabilities assumed</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of assets acquired and liabilities assumed</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,105 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Useful Lives<br/>(in years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fair Value Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchased technology</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">232 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships and customer lists</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">215 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trademarks and tradenames</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total definite-lived intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">492 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Goodwill and identifiable intangible assets were not deductible for tax purposes.</span></div><div style="margin-top:6pt;padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of Avi Networks, Inc.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 was not 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of AetherPal, Inc.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 was not 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.</span></div><div style="margin-top:6pt;padding-left:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other Fiscal 2020 Business Combinations</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of fiscal 2020, VMware completed four other acquisitions, which were not material individually to the 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 $48 million of goodwill, of which the majority was not deductible for tax purposes. The identifiable intangible assets had estimated useful lives of one year to five years and primarily consisted of completed technology.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The pro forma financial information assuming fiscal 2020 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fiscal 2019</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of Heptio Inc.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of fiscal 2019, VMware completed the acquisition of Heptio Inc. (“Heptio”), a provider of products and services that help enterprises deploy and operationalize Kubernetes. VMware acquired Heptio to enhance VMware’s Kubernetes portfolio and cloud native strategy. The total purchase price was $420 million, net of cash acquired of $15 million. Merger consideration totaling $117 million, including $24 million being held in escrow, is payable to certain employees of Heptio subject to specified future employment conditions and is being recognized as expense over the requisite service period of approximately four years on a straight-line basis. Compensation expense recognized during each of the years ended January 29, 2021 and January 31, 2020 was $33 million, and was not material during the year ended February 1, 2019.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of assumed unvested equity awards attributed to post-combination services was $47 million 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Acquisition of CloudHealth Technologies, Inc.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of fiscal 2019, VMware completed the acquisition of CloudHealth Technologies, Inc. (“CloudHealth Technologies”). CloudHealth Technologies delivers a cloud operations platform that enables customers to analyze and manage cloud cost, usage, security, and performance centrally for native public clouds, which expanded VMware’s portfolio of multi-cloud management solutions. The total purchase price was $495 million, net of cash acquired of $26 million. The fair value of assumed unvested equity awards attributed to post-combination services was $39 million and will be expensed over the remaining requisite service periods 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other Fiscal 2019 Asset Acquisitions</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the first quarter of fiscal 2019, VMware completed four asset acquisitions, in which the Company acquired certain intangible assets classified as completed technology. The aggregate purchase price of the intangible assets acquired was $26 million.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The pro forma financial information assuming fiscal 2019 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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Definite-Lived Intangible Assets, Net</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the changes in the carrying amount of definite-lived intangible assets during the periods presented (table in millions): </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of the year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,172 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">966 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions to intangible assets related to business combinations</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">622 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization expense</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(328)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(300)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derecognized leasehold interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(116)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of the year</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,172 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon adoption of Topic 842 in fiscal 2020, 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 consolidated balance sheets. Prior to adoption, these assets were classified as intangible assets, net on the consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of the periods presented, definite-lived intangible assets consisted of the following (amounts in tables in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.566%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Useful Lives<br/>(in years)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Book Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchased technology</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">948 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(462)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">486 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships and customer lists</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.4</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">727 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(281)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">446 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trademarks and tradenames</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.6</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">132 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(78)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total definite-lived intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,828 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(835)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.420%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Useful Lives<br/>(in years)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Book Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchased technology</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.7</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,030 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(488)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">542 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships and customer lists</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.4</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">739 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(200)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">539 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trademarks and tradenames</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.6</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">131 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total definite-lived intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,922 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(750)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,172 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense on definite-lived intangible assets was $328 million, $300 million and $247 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019,</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> respectively.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Based on intangible assets recorded as of January 29, 2021 and assuming no subsequent additions, dispositions or impairment of underlying assets, the remaining estimated annual amortization expense over the next five fiscal years and thereafter is expected to be as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.864%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.936%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">300 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">249 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">104 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the changes in the carrying amount of goodwill during the year ended January 29, 2021 (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of the year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,329 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,418 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase in goodwill due to business combinations and related adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">270 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of the year</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,599 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,329 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 51000000 29000000 24000000 0 P3Y 137000000 25000000 91000000 P3Y P5Y 40000000 114000000 29000000 86000000 0 P1Y P4Y 38000000 14000000 24000000 0 P1Y P4Y 5 5 62000000 52000000 16000000 P1Y P5Y 26.00 2000000000.0 111000000 18000000 P2Y 181000000 10000000 171000000 P3Y 0.2 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the allocation of the consideration to the fair value of the assets acquired and liabilities assumed on the date of acquisition (table in millions): </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.864%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.936%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">111 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts receivable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">492 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,588 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other acquired assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets acquired</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,301 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned revenue</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assumed liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liabilities assumed</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">196 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value of assets acquired and liabilities assumed</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,105 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 111000000 58000000 492000000 1588000000 52000000 2301000000 151000000 45000000 196000000 2105000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Useful Lives<br/>(in years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fair Value Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchased technology</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">232 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships and customer lists</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">215 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trademarks and tradenames</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total definite-lived intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">492 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P4Y2M12D 232000000 P7Y 215000000 P5Y 25000000 P2Y 20000000 492000000 0 326000000 9000000 94000000 228000000 0 79000000 15000000 P1Y P8Y 27000000 P3Y 32000000 P3Y 45000000 12000000 33000000 0 P3Y P5Y 4 68000000 21000000 48000000 P1Y P5Y 420000000 15000000 117000000 24000000 P4Y 33000000 33000000 47000000 P3Y 495000000 26000000 39000000 4 26000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the changes in the carrying amount of definite-lived intangible assets during the periods presented (table in millions): </span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of the year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,172 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">966 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions to intangible assets related to business combinations</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">622 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization expense</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(328)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(300)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derecognized leasehold interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(116)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of the year</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,172 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of the periods presented, definite-lived intangible assets consisted of the following (amounts in tables in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.566%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Useful Lives<br/>(in years)</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Book Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchased technology</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">948 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(462)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">486 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships and customer lists</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.4</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">727 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(281)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">446 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trademarks and tradenames</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.6</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">132 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(78)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total definite-lived intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,828 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(835)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.420%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Useful Lives<br/>(in years)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Book Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchased technology</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.7</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,030 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(488)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">542 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships and customer lists</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.4</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">739 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(200)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">539 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trademarks and tradenames</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.6</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">131 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total definite-lived intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,922 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(750)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,172 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 1172000000 966000000 149000000 622000000 328000000 300000000 0 116000000 993000000 1172000000 116000000 P5Y3M18D 948000000 462000000 486000000 P11Y4M24D 727000000 281000000 446000000 P7Y7M6D 132000000 78000000 54000000 P2Y 21000000 14000000 7000000 1828000000 835000000 993000000 P5Y8M12D 1030000000 488000000 542000000 P11Y4M24D 739000000 200000000 539000000 P7Y7M6D 131000000 58000000 73000000 P2Y 22000000 4000000 18000000 1922000000 750000000 1172000000 328000000 300000000 247000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Based on intangible assets recorded as of January 29, 2021 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):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.864%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.936%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">300 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">249 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">104 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 300000000 249000000 197000000 104000000 64000000 79000000 993000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the changes in the carrying amount of goodwill during the year ended January 29, 2021 (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of the year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,329 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,418 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase in goodwill due to business combinations and related adjustments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">270 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of the year</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,599 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,329 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 9329000000 7418000000 270000000 1911000000 9599000000 9329000000 Realignment<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of fiscal 2021, VMware approved a plan to streamline its operations and better align resources with its business priorities. As a result of this action, approximately 280 positions were eliminated during the year ended January 29, 2021. VMware recognized $42 million of severance-related realignment expenses during the year ended January 29, 2021 on the consolidated statements of income. Actions associated with this plan were substantially complete by the end of fiscal 2021.</span></div><div style="margin-bottom:8pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of fiscal 2020, VMware approved a plan to streamline its operations, with plans to better align business priorities and shift positions to lower cost locations. As a result of these actions, approximately 1,100 positions were eliminated during the year ended January 31, 2020. VMware recognized $79 million of severance-related realignment expenses during the year ended January 31, 2020 on the consolidated statements of income. Actions associated with this plan were completed during fiscal 2021. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables summarize the activity for the accrued realignment expenses for the years ended January 29, 2021 and January 31, 2020 (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.566%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance as of<br/>January 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Realignment Expense</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Utilization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance as of<br/>January 29, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Severance-related costs</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(113)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended January 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance as of<br/>February 1, 2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Realignment Expense</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Utilization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance as of<br/>January 31, 2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Severance-related costs</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 280 42000000 1100 79000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables summarize the activity for the accrued realignment expenses for the years ended January 29, 2021 and January 31, 2020 (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.566%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance as of<br/>January 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Realignment Expense</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Utilization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance as of<br/>January 29, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Severance-related costs</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(113)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended January 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance as of<br/>February 1, 2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Realignment Expense</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Utilization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance as of<br/>January 31, 2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Severance-related costs</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 74000000 42000000 113000000 3000000 0 79000000 5000000 74000000 Net Income Per Share<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common stock 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, which included Pivotal’s employee stock purchase plan through the date of acquisition. 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to VMware, Inc.</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,058 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,412 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,650 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average shares, basic for Classes A and B</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">419,841 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">417,058 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">413,769 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of other dilutive securities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,399 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,177 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,362 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average shares, diluted for Classes A and B</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">423,240 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">425,235 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">421,131 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.90 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.37 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.99 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.86 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.08 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.92 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Anti-dilutive securities:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee stock options</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted stock units</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,038 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">315 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,188 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">349 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">305 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to VMware, Inc.</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,058 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,412 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,650 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:9pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average shares, basic for Classes A and B</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">419,841 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">417,058 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">413,769 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of other dilutive securities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,399 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,177 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,362 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average shares, diluted for Classes A and B</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">423,240 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">425,235 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">421,131 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.90 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.37 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.99 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.86 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.08 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.92 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 2058000000 6412000000 1650000000 419841000 417058000 413769000 3399000 8177000 7362000 423240000 425235000 421131000 4.90 15.37 3.99 4.86 15.08 3.92 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Anti-dilutive securities:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Employee stock options</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted stock units</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,038 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">315 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">255 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,188 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">349 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">305 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 150000 34000 50000 5038000 315000 255000 5188000 349000 305000 Cash, Cash Equivalents, Restricted Cash and Short-Term Investments<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash and cash equivalents totaled $4.7 billion and $2.9 billion as of January 29, 2021 and January 31, 2020, respectively. Cash equivalents were $3.8 billion as of January 29, 2021 and consisted of money-market funds of $3.7 billion and time deposits of $102 million. Cash equivalents were $2.3 billion as of January 31, 2020 and consisted of money-market funds of $2.2 billion and time deposits of $102 million.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Cash</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides a reconciliation of the Company’s cash and cash equivalents, and current and non-current portion of restricted cash reported on the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash as of January 29, 2021 and January 31, 2020 (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,692 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,915 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash within other current assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash within other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash, cash equivalents and restricted cash</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,770 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,031 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Short-Term Investments</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Short-term investments totaled $23 million as of January 29, 2021 and consisted of marketable equity securities that were previously subject to a certain sale restriction and therefore were classified as other assets as of January 31, 2020. The unrealized loss on short-term investments was not material during the year ended January 29, 2021. Refer to Note K for more information regarding the Company’s marketable equity securities.</span></div> 4700000000 2900000000 3800000000 3700000000 102000000 2300000000 2200000000 102000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides a reconciliation of the Company’s cash and cash equivalents, and current and non-current portion of restricted cash reported on the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash as of January 29, 2021 and January 31, 2020 (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,692 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,915 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash within other current assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash within other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash, cash equivalents and restricted cash</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,770 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,031 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 4692000000 2915000000 56000000 83000000 22000000 33000000 4770000000 3031000000 23000000 Debt<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Unsecured Senior Notes</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 7, 2020, VMware issued three series of unsecured senior notes pursuant to a public debt offering. The proceeds from the issuance were $2.0 billion, net of debt discount of $3 million and debt issuance costs of $17 million. VMware also has three series of unsecured senior notes issued on August 21, 2017 (collectively with the notes issued April 7, 2020, the “Senior Notes”).</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying value of the Senior Notes as of the periods presented was as follows (amounts in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Effective Interest Rate</span></td><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes issued August 21, 2017:</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.30% Senior Note Due August 21, 2020</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.56%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.95% Senior Note Due August 21, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.17%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.90% Senior Note Due August 21, 2027</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.05%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes issued April 7, 2020:</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.50% Senior Note Due May 15, 2025</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">750 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.70%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.65% Senior Note Due May 15, 2027</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.80%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.70% Senior Note Due May 15, 2030</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">750 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.86%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total principal amount</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,750 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: unamortized discount</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: unamortized debt issuance costs</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net carrying amount</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,717 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,979 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current portion of long-term debt</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,248 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,717 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,731 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On May 11, 2020, VMware exercised a make-whole call and redeemed the $1.3 billion unsecured senior note due August 21, 2020 at a premium. The loss on extinguishment of debt was not material during the year ended January 29, 2021 and was recognized in other income (expense), net on the consolidated statements of income. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest on the Senior Notes issued on April 7, 2020 is payable semiannually in arrears, on May 15 and November 15 of each year, beginning November 15, 2020. The interest rate on each note issued on April 7, 2020 is subject to adjustment based on certain rating events. Interest on the Senior Notes issued on August 21, 2017 is payable semiannually in arrears, on February 21 and August 21 of each year. Interest expense was $183 million, $129 million and $129 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Interest expense, which included amortization of discount and issuance costs, was recognized on the consolidated 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 repurchase. The Senior Notes rank equally in right of payment with VMware’s other unsecured and unsubordinated indebtedness. The Senior Notes contain 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to Note D for disclosure regarding the note payable to Dell.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revolving Credit Facility</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On September 12, 2017, VMware entered into an unsecured credit agreement establishing a revolving 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 revolving 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. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">s of January 29, 2021 and January 31, 2020, there was no outstanding borrowing under the revolving credit facility. The credit agreement contains certain representations, warranties and covenants. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Commitment fees, interest rates and other terms of borrowing under the revolving credit facility may vary based on VMware’s external</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> credit ratings. The amount paid in connection with the ongoing commitment fee, which is payable quarterly in arrears, was not significant duri</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ng each of the years ended </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 29, 2021, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2020 and </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">February 1, 2019</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On September 8, 2017, Pivotal entered into a senior secured revolving loan facility in an aggregate principal amount not to exceed $100 million. The revolving loan facility was amended on May 6, 2019 and terminated on October 22, 2019. During the year ended February 1, 2019, $15 million was borrowed under the revolving loan facility. The total outstanding balance of $35 million was repaid during the year ended February 1, 2019.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Senior Unsecured Term Loan Facility</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On September 26, 2019, VMware entered into a senior unsecured term loan facility (the “Term Loan”) with a syndicate of lenders that provided the Company with a borrowing capacity of up to $2.0 billion through February 7, 2020 for general corporate purposes. During the year ended January 31, 2020, the Company drew down an aggregate of $3.4 billion and repaid an aggregate of $1.9 billion. As of January 31, 2020, the outstanding balance on the Term Loan of $1.5 billion, net of unamortized debt issuance costs, was included in current portion of long-term debt and other borrowings on the consolidated balance sheets. During the third quarter of fiscal 2021, VMware repaid the outstanding balance of $1.5 billion on the Term Loan.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Term Loan contained certain representations, warranties and covenants. Commitment fees paid were not significant during the year ended January 31, 2020. Interest expense for the Term Loan, including amortization of issuance costs, was $17 million and $15 million during the years ended January 29, 2021 and </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2020, respectively.</span></div> 3 2000000000.0 3000000 17000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying value of the Senior Notes as of the periods presented was as follows (amounts in millions):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Effective Interest Rate</span></td><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes issued August 21, 2017:</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.30% Senior Note Due August 21, 2020</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.56%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.95% Senior Note Due August 21, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.17%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.90% Senior Note Due August 21, 2027</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,250 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.05%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes issued April 7, 2020:</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.50% Senior Note Due May 15, 2025</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">750 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.70%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.65% Senior Note Due May 15, 2027</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.80%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.70% Senior Note Due May 15, 2030</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">750 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.86%</span></td><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total principal amount</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,750 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: unamortized discount</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: unamortized debt issuance costs</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net carrying amount</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,717 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,979 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current portion of long-term debt</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,248 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,717 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,731 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/></tr></table></div> 0.0230 0 1250000000 0.0256 0.0295 0.0295 1500000000 1500000000 0.0317 0.0390 0.0390 1250000000 1250000000 0.0405 0.0450 750000000 0 0.0470 0.0465 500000000 0 0.0480 0.0470 750000000 0 0.0486 4750000000 4000000000 7000000 5000000 26000000 16000000 4717000000 3979000000 0 1248000000 4717000000 2731000000 1300000000 183000000 129000000 129000000 1.01 1000000000.0 P5Y 2 P1Y 0 0 0 0 0 100000000 15000000 35000000 2000000000.0 3400000000 1900000000 1500000000 1500000000 17000000 15000000 Fair Value Measurements<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain financial assets and liabilities are measured at fair value on a recurring basis. VMware determines fair value using the following hierarchy:</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Level 1 - Quoted prices in active markets for identical assets or liabilities;</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Level 2 - Inputs other than Level 1 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not 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</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables set forth the fair value hierarchy of VMware’s cash equivalents that were required to be measured at fair value as of the periods presented (tables in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money-market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,738 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,738 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,738 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,840 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Marketable equity securities</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money-market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,158 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,158 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,158 </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,260 </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Time deposits were valued at amortized cost, which approximated fair value. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 $276 million and $269 million as of January 29, 2021 and January 31, 2020, respectively. The fair value of the Senior Notes was approximately $5.3 billion and $4.1 billion as of January 29, 2021 and January 31, 2020, respectively. The fair value of the Term Loan approximated its carrying value as of January 31, 2020 due to its short-term nature. Fair value </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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). </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware offers a deferred compensation plan for eligible employees, which allows participants to defer payment for part or all of their compensation. There is no net impact to the consolidated statements of income since changes in the fair value of the assets 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 $140 million and $106 million as of January 29, 2021 and January 31, 2020, respectively, and were included in other assets and other liabilities on the consolidated balance sheets, respectively. </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Equity Securities With a Readily Determinable Fair Value</span></div><div style="margin-bottom:8pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s equity securities include an investment in a company that completed its initial public offering during the third quarter of fiscal 2021. As of January 29, 2021, this investment had a fair value of $162 million, of which $139 million was included in other assets due to a certain sale restriction and $23 million was included in short-term investments as they were unrestricted and available for sale. </span></div><div style="margin-bottom:8pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended January 29, 2021, VMware sold $26 million of its marketable equity securities, and the realized loss on the sale was not material. VMware also recognized an unrealized gain of $163 million during the year ended January 29, 2021, to adjust the remaining investment to its fair value using quoted prices for identical assets in an active market (Level 1). As of January 31, 2020, this investment had a carrying value of $25 million and was included in other assets on the consolidated balance sheet. The unrealized gain recognized during the year ended January 31, 2020 was $21 million. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income. </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Equity Securities Without a Readily Determinable Fair Value </span></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s equity securities also include investments in privately held companies, which do not have a readily determinable fair value. As of January 29, 2021 and January 31, 2020, investments in privately held companies, which consisted primarily of equity securities, had a carrying value of $129 million and $134 million, respectively, and were included in other assets on the consolidated balance sheets. During the y</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ears ended January 29, 2021 and February 1, 2019, VMware recognized unrealized losses of $14 million and $13 million respectively, on these securities. During the year ended January 31, 2020, VMware recognized an unrealized gain of $16 million on these securities. A</span>ll gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income. <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables set forth the fair value hierarchy of VMware’s cash equivalents that were required to be measured at fair value as of the periods presented (tables in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money-market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,738 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,738 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,738 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,840 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term investments:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Marketable equity securities</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total short-term investments</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money-market funds</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,158 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,158 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Time deposits</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash equivalents</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,158 </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,260 </span></td><td style="background-color:#ffffff;border-bottom:1pt solid #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span>Time deposits were valued at amortized cost, which approximated fair value. 3738000000 0 3738000000 0 102000000 102000000 3738000000 102000000 3840000000 23000000 0 23000000 23000000 0 23000000 2158000000 0 2158000000 0 102000000 102000000 2158000000 102000000 2260000000 276000000 269000000 5300000000 4100000000 140000000 106000000 162000000 139000000 23000000 26000000 163000000 25000000 21000000 129000000 134000000 14000000 13000000 16000000 Derivatives and Hedging Activities<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 and by monitoring credit ratings, credit spreads and other relevant public information about its counterparties. VMware does not, and does not intend to, use derivative instruments for trading or speculative purposes.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash Flow Hedges</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 loss on the consolidated balance sheets and is subsequently reclassified to the related operating expense line item on the consolidated statements of income in the same period that the underlying expenses are incurred. During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, the effective portion of gains or losses reclassified to the consolidated statements of income was not significant. Interest charges or forward points on VMware’s forward contracts were excluded from the assessment of hedge effectiveness and were recorded to the related operating expense line item on the consolidated statements of income in the same period that the interest charges are incurred.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">These forward contracts have contractual maturities of twelve months or less, and as of January 29, 2021 and January 31, 2020, outstanding forward contracts had a total notional value of $486 million and $480 million, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract. The fair value of these forward contracts was not significant as of January 29, 2021 and January 31, 2020.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, all cash flow hedges were considered effective.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Forward Contracts Not Designated as Hedges</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 consolidated statements of income. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">These forward contracts generally have a contractual maturity of one month, and as of January 29, 2021 and January 31, 2020, outstanding forward contracts had a total notional value of $1.2 billion and $1.1 billion, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract. The fair value of these forward contracts was not significant as of January 29, 2021 and January 31, 2020.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware recognized a loss of $63 million during the year ended January 29, 2021, and gains of $54 million and $69 million during the years ended January 31, 2020 and February 1, 2019, respectively, related to the settlement of forward contracts. Gains and losses are recorded in other income (expense), net on the consolidated statements of income. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The combined gains and losses related to the settlement of forward contracts and the underlying foreign currency denominated assets and liabilities during the years ended January 29, 2021 and January 31, 2020 resulted in net gains of $31 million and $31 million, respectively. 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 year ended February 1, 2019. Net gains and losses are recorded in other income (expense), net on the consolidated statements of income.</span></div> P12M 486000000 480000000 P1M 1200000000 1100000000 -63000000 54000000 69000000 31000000 31000000 Property and Equipment, Net<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net, as of the periods presented consisted of the following (table in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment and software</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,620 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,404 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings and improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,137 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,088 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">132 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">106 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total property and equipment</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,971 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,718 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depreciation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,637)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,438)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total property and equipment, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,334 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,280 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 29, 2021 and January 31, 2020, construction in progress primarily represented various buildings and site improvements that had not yet been placed into service.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depreciation expense was $253 million, $234 million and $211 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.</span></div> 1620000000 1404000000 1137000000 1088000000 132000000 120000000 82000000 106000000 2971000000 2718000000 1637000000 1438000000 1334000000 1280000000 253000000 234000000 211000000 LeasesVMware has operating and finance leases primarily related to office facilities and equipment, which have remaining lease terms of one month to 25 years. Lease expense recorded in the consolidated statements of income was $230 million and $206 million during the years ended January 29, 2021 and January 31, 2020, respectively.<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease expense during the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Twelve Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">190 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease expense:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of ROU assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Total finance lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Total lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">206 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, VMware enters into lease arrangements with Dell. Lease expense incurred for arrangements with Dell was not significant during the periods presented.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease income was $20 million and $22 million during the years ended January 29, 2021 and January 31, 2020, respectively.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to operating and finance leases during the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Twelve Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows from finance leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets obtained in exchange for lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">275 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental balance sheet information related to operating and finance leases as of the period presented was as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">997 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">891 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">886 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">855 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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 consolidated balance sheets.</span></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Current lease liabilities are included primarily in accrued expenses and other on the consolidated balance sheets. An immaterial amount is presented in due from related parties, net on the consolidated balance sheets. </span></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Non-current operating lease liabilities are presented as operating lease liabilities on the consolidated balance sheets. Non-current finance lease liabilities are included in other liabilities on the consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease term and discount rate related to operating and finance leases as of the period presented were as follows:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term (in years)</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13.3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.2</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total future minimum lease payments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,286 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Imputed interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(286)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.</span></div><div style="margin-top:6pt;padding-left:9pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The amount of the future operating lease commitments after fiscal 2026 is primarily for the ground leases on VMware’s Palo Alto, California headquarter facilities, which expire in fiscal 2047. As several of VMware’s operating leases are payable in foreign currencies, the operating lease payments may fluctuate in response to changes in the exchange rate between the U.S. dollar and the foreign currencies in which the commitments are payable.</span></div> LeasesVMware has operating and finance leases primarily related to office facilities and equipment, which have remaining lease terms of one month to 25 years. Lease expense recorded in the consolidated statements of income was $230 million and $206 million during the years ended January 29, 2021 and January 31, 2020, respectively.<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease expense during the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Twelve Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">190 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease expense:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of ROU assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Total finance lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Total lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">206 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">From time to time, VMware enters into lease arrangements with Dell. Lease expense incurred for arrangements with Dell was not significant during the periods presented.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease income was $20 million and $22 million during the years ended January 29, 2021 and January 31, 2020, respectively.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to operating and finance leases during the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Twelve Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows from finance leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets obtained in exchange for lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">275 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental balance sheet information related to operating and finance leases as of the period presented was as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">997 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">891 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">886 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">855 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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 consolidated balance sheets.</span></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Current lease liabilities are included primarily in accrued expenses and other on the consolidated balance sheets. An immaterial amount is presented in due from related parties, net on the consolidated balance sheets. </span></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Non-current operating lease liabilities are presented as operating lease liabilities on the consolidated balance sheets. Non-current finance lease liabilities are included in other liabilities on the consolidated balance sheets.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease term and discount rate related to operating and finance leases as of the period presented were as follows:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term (in years)</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13.3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.2</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total future minimum lease payments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,286 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Imputed interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(286)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.</span></div><div style="margin-top:6pt;padding-left:9pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The amount of the future operating lease commitments after fiscal 2026 is primarily for the ground leases on VMware’s Palo Alto, California headquarter facilities, which expire in fiscal 2047. As several of VMware’s operating leases are payable in foreign currencies, the operating lease payments may fluctuate in response to changes in the exchange rate between the U.S. dollar and the foreign currencies in which the commitments are payable.</span></div> P1M P25Y 230000000 206000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of lease expense during the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Twelve Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">190 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease expense:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of ROU assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Total finance lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Short-term lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Variable lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> Total lease expense</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">230 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">206 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to operating and finance leases during the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Twelve Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows from finance leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets obtained in exchange for lease liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">275 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease term and discount rate related to operating and finance leases as of the period presented were as follows:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average remaining lease term (in years)</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13.3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.2</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average discount rate</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 190000000 167000000 6000000 4000000 2000000 1000000 8000000 5000000 3000000 3000000 29000000 31000000 230000000 206000000 20000000 22000000 174000000 167000000 1000000 2000000 4000000 1000000 275000000 226000000 1000000 63000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental balance sheet information related to operating and finance leases as of the period presented was as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">997 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">891 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU assets, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">886 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities, non-current</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">746 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">855 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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 consolidated balance sheets.</span></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Current lease liabilities are included primarily in accrued expenses and other on the consolidated balance sheets. An immaterial amount is presented in due from related parties, net on the consolidated balance sheets. </span></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Non-current operating lease liabilities are presented as operating lease liabilities on the consolidated balance sheets. Non-current finance lease liabilities are included in other liabilities on the consolidated balance sheets.</span></div> 997000000 53000000 109000000 5000000 891000000 50000000 1000000000 55000000 886000000 58000000 109000000 4000000 746000000 55000000 855000000 59000000 P12Y7M6D P13Y3M18D P8Y3M18D P9Y2M12D 0.035 0.038 0.029 0.031 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total future minimum lease payments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,286 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Imputed interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(286)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.</span></div> <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Finance Leases</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total future minimum lease payments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,286 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Imputed interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(286)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.</span></div> 141000000 6000000 166000000 7000000 135000000 7000000 105000000 6000000 88000000 8000000 651000000 27000000 1286000000 61000000 286000000 6000000 1000000000 55000000 72000000 Accrued Expenses and Other<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued expenses and other as of the periods presented consisted of the following (table in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued employee related expenses</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,266 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">845 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued partner liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">218 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer deposits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">294 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">247 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">604 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">878 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,382 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,151 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Other primarily consists of litigation accrual, leases accrual, income tax payable and indirect tax accrual.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued partner liabilities primarily relate to rebates and marketing development fund accruals for channel partners, system vendors and systems integrators. Accrued partner liabilities also include accruals for professional service arrangements for which VMware intends to leverage channel partners to directly fulfill the obligation to its customers.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2020, other included $237 million litigation accrual related to Cirba patent and trademark infringement lawsuit and $155 million accrual for amounts owed to dissenting shareholders in connection with the Pivotal acquisition. Refer to Note E and Note B, respectively, for more information.</span></div> <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued expenses and other as of the periods presented consisted of the following (table in millions):</span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued employee related expenses</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,266 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">845 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued partner liabilities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">218 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer deposits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">294 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">247 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">604 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">878 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,382 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,151 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Other primarily consists of litigation accrual, leases accrual, income tax payable and indirect tax accrual.</span></div> 1266000000 845000000 218000000 181000000 294000000 247000000 604000000 878000000 2382000000 2151000000 237000000 155000000 Income Taxes<div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The domestic and foreign components of income before income tax for the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Domestic</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">932 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">895 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">680 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,450 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">543 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income before income tax</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,382 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,438 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,829 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s income tax provision (benefit) for the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">157 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(219)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(92)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(141)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">240 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(119)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,018)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,778)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income tax provision (benefit)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">324 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,918)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Provision for income taxes increased during the year ended January 29, 2021, primarily driven by a decrease in discrete tax benefits related to intra-group transfers of certain of the Company’s intellectual property rights. The increase was also driven by a decrease in excess tax benefits recognized, which were $41 million during the year ended January 29, 2021 compared to $182 million during the year ended January 31, 2020.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 transaction changed 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%. A discrete tax benefit of $4.9 billion was recognized with 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 an Irish subsidiary and was based on the intellectual property’s current fair value.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of VMware’s effective tax rate to the statutory federal tax rate for the periods presented is as follows:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Statutory federal tax rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State taxes, net of federal benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax rate differential for non-U.S. jurisdictions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. tax credits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Excess tax benefits from stock-based compensation</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discrete tax benefit due to IP Transfer</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(343)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Permanent items</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effective tax rate</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(344)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:115%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:115%"> A discrete tax benefit of $59 million was recognized with a deferred tax asset during the year ended January 29, 2021. This deferred tax asset was recognized as a result of intra-group transfer of Pivotal’s IP rights to an Irish subsidiary. A discrete tax benefit of $4.9 billion was recognized with a deferred tax asset during the year ended January 31, 2020. This deferred tax asset was recognized as a result of the book and tax basis difference on the IP transferred to an Irish subsidiary. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred tax assets and liabilities are recognized for future tax consequences resulting from differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to be reversed. Significant deferred tax assets and liabilities as of the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accruals and other</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">169 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">390 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credit and net operating loss carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">553 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">583 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assets, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible and other non-current assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,900 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,804 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,499 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,237 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(366)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(332)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,133 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,905 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred commissions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(158)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(133)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU Assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(145)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(131)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, plant and equipment, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(101)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(412)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(365)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 30.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,721 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,540 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net deferred tax assets were comprised of deferred tax assets of $5.8 billion and $5.6 billion as of January 29, 2021 and January 31, 2020, respectively, partially offset by deferred tax liabilities of $60 million and $16 million as of January 29, 2021 and January 31, 2020, respectively. Deferred tax liabilities were included in other liabilities on the consolidated balance sheets for the periods presented.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The increase in net deferred tax assets from January 31, 2020 to January 29, 2021 was primarily driven by the increase in unearned revenue, as well as the $59 million deferred tax asset recognized as a result of the intra-group transfer of Pivotal’s intellectual property rights to VMware’s Irish subsidiary. The increase in net deferred tax liabilities from January 31, 2020 to </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 29, 2021 was primarily driven by the book and tax basis difference on one of VMware’s investments in equity securities that completed its initial public offering during the third quarter of fiscal 2021 of $52 million.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware had federal, state and foreign net operating loss carryforwards of $655 million, $714 million and $191 million, as of January 29, 2021, respectively. VMware had federal, state and foreign net operating loss carryforwards of $971 million, $940 million and $199 million as of January 31, 2020, respectively. The federal and state net operating loss carryforwards will start to expire in fiscal 2024 and fiscal 2022, respectively, if not utilized. These net operating losses have various carryforward periods, including certain portions that can be carried forward indefinitely. The majority of the Company’s foreign net operating loss carryforwards can be carried forward indefinitely.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware had federal research and development (“R&amp;D”) tax credit carryforwards of $46 million and $34 million as of January 29, 2021 and January 31, 2020, respectively. The federal R&amp;D tax credit will start to expire in fiscal 2026, if not utilized. VMware also had California and other state R&amp;D credit carryforwards for income tax purposes of $323 million and $287 million as of January 29, 2021 and January 31, 2020, respectively. The California R&amp;D tax credit carryforwards can be carried forward indefinitely and the other state R&amp;D tax credit carryforwards will start to expire in fiscal 2022, if not utilized. In addition, the amount of foreign tax credit carryforwards held as of January 29, 2021 and January 31, 2020 was not significant. VMware also had non-U.S. capital loss carryforwards of approximately $22 million for both periods as of January 29, 2021 and January 31, 2020, which can be carried forward indefinitely.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware determined that the realization of deferred tax assets relating to portions of the state net operating loss carryforwards, state R&amp;D tax credits and foreign capital loss carryforwards did not meet the more-likely-than-not threshold. Accordingly, a valuation allowance of $366 million and $332 million was recorded as of January 29, 2021 and January 31, 2020, respectively. If, in the future, new evidence supports the realization of the deferred tax assets related to these items, the valuation allowance will be reversed and a tax benefit will be recorded accordingly. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware believes it is more-likely-than-not that the net deferred tax assets as of January 29, 2021 and January 31, 2020, will be realized in the foreseeable future as VMware believes that it will generate sufficient taxable income in future years. VMware's ability to generate sufficient taxable income in future years in appropriate tax jurisdictions will determine the amount of net deferred tax asset balances to be realized in future periods. During the year ended January 29, 2021, the total change in the valuation allowance was $34 million, which was primarily due to California R&amp;D credits generated in the current year, partially offset by the California R&amp;D credits usage.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the periods presented, VMware’s rate of taxation in non-U.S. jurisdictions was lower than the U.S. tax rate. VMware’s non-U.S. earnings are primarily earned by its subsidiary organized in Ireland, where the statutory rate is 12.5%. Prior to the year ended February 2, 2018, the Company did not recognize a deferred tax liability related to undistributed foreign earnings of its subsidiaries because such earnings were considered to be indefinitely reinvested in its foreign operations, or were remitted substantially free of U.S. tax. Under the 2017 Tax Act, all foreign earnings are subject to U.S. taxation. As a result, the Company repatriated, and expects to continue to repatriate, a substantial portion of its foreign earnings over time, to the extent that the foreign earnings are not restricted by local laws or result in significant incremental costs associated with repatriating the foreign earnings. As of January 29, 2021, the amount of deferred tax liability related to the potential repatriation of foreign earnings was not material. Further developments in non-U.S. tax jurisdictions and unfavorable changes in non-U.S. tax laws and regulations, such as foreign tax laws enacted in response to the 2017 Tax Act, could result in adverse changes to global taxation and materially affect VMware’s financial position, results of operations, or annual effective tax rate.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Tax Sharing Agreement with Dell</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 30, 2019, VMware entered into an amended 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 limit VMware’s maximum annual tax liability to Dell to the amount VMware would owe on a separate tax return basis.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Although VMware’s results are included in the Dell consolidated return for U.S. federal income tax purposes, VMware’s income tax provision is calculated primarily as though VMware were a separate taxpayer. However, under certain circumstances, transactions between VMware and Dell are assessed using consolidated tax return rules.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware has made payments to Dell pursuant to the tax sharing agreement. The following table summarizes the payments made during the periods presented (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments from VMware to Dell, net</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">307 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">159 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">243 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 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 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 was recorded as a decrease in additional paid-in capital of $46 million during the year ended January 29, 2021. 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 was recorded as an increase in additional paid-in capital of $85 million during the year ended January 31, 2020, 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 year ended February 1, 2019 was not significant.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As a result of the activity under the tax sharing agreement with Dell, amounts due to Dell was $451 million and $529 million as of January 29, 2021 and January 31, 2020, respectively, primarily related to VMware’s estimated tax obligation resulting from the Transition Tax. The 2017 Tax Act included a deferral election for an eight-year installment payment method on the Transition Tax. The Company expects to pay the remainder of its Transition Tax over a period of five years.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Pivotal Tax Sharing Agreement with Dell</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal. Pivotal will continue 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 IPO in April 2018. Pivotal continues to be included on Dell’s unitary state tax returns. Pursuant to a tax sharing agreement, Pivotal historically received payments from Dell for tax benefits that Dell realized due to Pivotal’s inclusion on such returns. Payments received from Dell were recognized as a component of additional paid-in capital. During the years ended January 31, 2020 and February 1, 2019, $25 million and $15 million, respectively, was recognized in additional paid-in capital related to Pivotal’s tax sharing agreement with Dell.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In April 2019, Pivotal and Dell amended their tax sharing agreement with regard to the treatment of certain 2017 Tax Act implications not explicitly covered by the original terms of the tax sharing agreement. The amendment resulted in a one-time payment of $27 million by Dell to Pivotal in August 2019.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended February 1, 2019, payment received from Dell pursuant to the tax sharing agreement was $44 million.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Unrecognized Tax Benefits</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties associated with unrecognized tax benefits, for the periods presented is as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of the year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">479 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">385 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">305 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax positions related to current year:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">116 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax positions related to prior years:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reductions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Settlements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reductions resulting from a lapse of the statute of limitations</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(83)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency effects</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of the year</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">479 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">385 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Of the net unrecognized tax benefits, including interest and penalties, $352 million and $323 million were included in income tax payable on the consolidated balance sheets as of January 29, 2021 and January 31, 2020, respectively. Approximately $341 million and $313 million, respectively, would, if recognized, benefit VMware's annual effective income tax rate. VMware includes interest expense and penalties related to income tax matters in the income tax provision. VMware had accrued $48 million of interest and penalties associated with unrecognized tax benefits for both periods as of January 29, 2021 and January 31, 2020. Interest and penalties associated with uncertain tax positions included in income tax expense (benefit) were not significant during the years ended January 29, 2021 and January 31, 2020 and were $15 million during the year ended February 1, 2019.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Dell-owned EMC consolidated group is routinely under audit by the IRS. All U.S. federal income tax matters have been concluded for years through fiscal 2016 while VMware was part of the Dell-owned EMC consolidated group. The IRS has started its examination of fiscal years 2015 through 2019 for the Dell consolidated group, which VMware was part of beginning fiscal 2017. In addition, VMware is under corporate income tax audits in various states and non-U.S. jurisdictions. Consistent with the Company’s historical practices under the tax sharing agreement with EMC, when VMware becomes subject to federal tax audits as a member of Dell’s consolidated group, the tax sharing agreement provides that Dell has authority to control the audit and represent Dell’s and VMware’s interests to the IRS.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Open tax years subject to examinations for larger non-U.S. jurisdictions vary beginning in 2008. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. When considering the outcomes and the timing of tax examinations, the expiration of statutes of limitations for specific jurisdictions, or the timing and result of ruling requests from taxing authorities, it is reasonably possible that total unrecognized tax benefits could be potentially reduced by approximately $14 million within the next 12 months.</span></div> <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The domestic and foreign components of income before income tax for the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Domestic</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">932 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">895 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">680 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,450 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">543 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income before income tax</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,382 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,438 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,829 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div> 932000000 895000000 680000000 1450000000 543000000 1149000000 2382000000 1438000000 1829000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s income tax provision (benefit) for the periods presented consisted of the following (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">157 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(219)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(92)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(141)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">246 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">240 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">137 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(119)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,018)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,778)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income tax provision (benefit)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">324 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,918)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">239 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div> 157000000 78000000 181000000 -19000000 -219000000 -92000000 138000000 -141000000 89000000 73000000 45000000 31000000 -14000000 -44000000 -10000000 59000000 1000000 21000000 246000000 240000000 137000000 -119000000 -5018000000 -8000000 127000000 -4778000000 129000000 324000000 -4918000000 239000000 41000000 182000000 0.125 4900000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of VMware’s effective tax rate to the statutory federal tax rate for the periods presented is as follows:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Statutory federal tax rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State taxes, net of federal benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax rate differential for non-U.S. jurisdictions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. tax credits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Excess tax benefits from stock-based compensation</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discrete tax benefit due to IP Transfer</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(343)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Permanent items</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effective tax rate</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(344)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div>(1) A discrete tax benefit of $59 million was recognized with a deferred tax asset during the year ended January 29, 2021. This deferred tax asset was recognized as a result of intra-group transfer of Pivotal’s IP rights to an Irish subsidiary. A discrete tax benefit of $4.9 billion was recognized with a deferred tax asset during the year ended January 31, 2020. This deferred tax asset was recognized as a result of the book and tax basis difference on the IP transferred to an Irish subsidiary. 0.21 0.21 0.21 0.02 0 0.01 -0.08 -0.03 -0.06 0.10 0.17 0.11 -0.01 -0.11 -0.06 -0.02 -3.43 0 0.12 0.09 0.14 0.14 -3.44 0.13 59000000 4900000000 Significant deferred tax assets and liabilities as of the periods presented consisted of the following (table in millions):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accruals and other</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">169 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unearned revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">390 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credit and net operating loss carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">553 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">583 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assets, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible and other non-current assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,900 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,804 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,499 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,237 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(366)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(332)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,133 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,905 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred commissions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(158)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(133)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ROU Assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(145)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(131)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, plant and equipment, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(101)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(412)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(365)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 30.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,721 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,540 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table> 238000000 169000000 167000000 152000000 501000000 390000000 86000000 88000000 553000000 583000000 54000000 51000000 4900000000 4804000000 6499000000 6237000000 366000000 332000000 6133000000 5905000000 158000000 133000000 145000000 131000000 109000000 101000000 412000000 365000000 5721000000 5540000000 5800000000 5600000000 60000000 16000000 59000000 52000000 655000000 714000000 191000000 971000000 940000000 199000000 46000000 34000000 323000000 287000000 22000000 22000000 366000000 332000000 -34000000 0.125 307000000 159000000 243000000 -46000000 85000000 451000000 529000000 P5Y 25000000 15000000 27000000 44000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties associated with unrecognized tax benefits, for the periods presented is as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of the year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">479 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">385 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">305 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax positions related to current year:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">116 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax positions related to prior years:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reductions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Settlements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reductions resulting from a lapse of the statute of limitations</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(83)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency effects</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of the year</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">508 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">479 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">385 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 479000000 385000000 305000000 65000000 116000000 57000000 12000000 98000000 44000000 25000000 7000000 1000000 14000000 28000000 4000000 14000000 83000000 8000000 5000000 2000000 8000000 508000000 479000000 385000000 352000000 323000000 341000000 313000000 48000000 48000000 15000000 14000000 Stockholders’ Equity<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Special Dividend</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">incremental stock-based compensation expense as the anti-dilutive adjustments were required by the Company’s equity incentive plan.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">VMware Class B Common Stock Conversion Rights </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 29, 2021, 307.2 million shares of Class A common stock were reserved for conversion.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">VMware Equity Plan</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 29, 2021, 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 12.1 million shares, which accordingly have been added to authorized shares under the 2007 Plan reserve.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmVjMzBlNTA4YWRlNjRjNjJiZDdlNDdiN2RkN2M4OWM1L3NlYzplYzMwZTUwOGFkZTY0YzYyYmQ3ZTQ3YjdkZDdjODljNV8xMDMvZnJhZzo4NDhiODIyMTMyNmM0ZThiYjRmNzhhY2MyMzBjNGVlNy90ZXh0cmVnaW9uOjg0OGI4MjIxMzI2YzRlOGJiNGY3OGFjYzIzMGM0ZWU3XzQzOTgwNDY1NDY0MTU_0a98d941-7805-4a19-9c93-d194ee6bbe7b">six</span> 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 29, 2021, there was an aggregate of 17.9 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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Pivotal Equity Plan</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">VMware Stock Repurchases</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 may 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes stock repurchase authorizations approved by VMware’s board of directors, which were open or completed during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 (amounts in table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:23.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.354%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Announcement Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Amount Authorized</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Expiration Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Status</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">July 15, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$1,000</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">January 28, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Open</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 29, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">January 28, 2022</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Open</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 14, 2017</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Completed in fiscal 2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> During July 2020, VMware’s board of directors extended authorization of the existing stock repurchase program through January 28, 2022. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the aggregate, $1.1 billion remained available for repurchase as of January 29, 2021.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes stock repurchase activity during the periods presented (aggregate purchase price in millions, shares in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.601%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aggregate purchase price</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">945 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,334 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Class A common stock repurchased</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,944 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,664 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average price per share</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136.13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174.02 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">148.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">VMware and Pivotal Restricted Stock</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s restricted stock primarily consists of RSU awards 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s restricted stock also includes PSU awards granted to certain VMware executives and employees. PSU awards have 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes restricted stock activity since February 2, 2018 (units in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:40.688%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.829%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.832%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">VMware RSUs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pivotal RSUs</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Units</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Grant Date Fair Value <br/>(per unit)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Units</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Grant Date Fair Value <br/>(per unit)</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, February 2, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,360 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78.62 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,663 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">146.61 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,854 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.78 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Special Dividend adjustment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,236 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,370)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75.45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,674)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86.90 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(353)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.09 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, February 1, 2019</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,215 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">90.06 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,501 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,074 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">157.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,504 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.02 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,179)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80.28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,009)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.56 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,636)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101.29 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25,996)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,474 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128.38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,201 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149.63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,296)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114.59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,588)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">137.55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 29, 2021</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,790 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147.46 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> RSUs granted under the VMware equity plan includes 2.2 million RSUs issued for outstanding unvested RSUs assumed as part of the Pivotal acquisition.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 29, 2021, the 17.8 million units outstanding included 17.2 million of RSUs and 0.6 million of PSUs. The above table includes RSUs issued for outstanding unvested RSUs in connection with business combinations.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted stock that is expected to vest as of January 29, 2021 was as follows (units in thousands, aggregate intrinsic value in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Remaining Contractual Term <br/>(in years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aggregate Intrinsic Value</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:700;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected to vest</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,214 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.64</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,097 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, which would have been received by the RSU holders had the RSUs been issued as of January 29, 2021.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The aggregate vesting date fair value of VMware’s restricted stock that vested during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, was $1.1 billion, $1.4 billion and $1.1 billion respectively. As of January 29, 2021, restricted stock representing 17.8 million shares of VMware’s Class A common stock were outstanding, with an aggregate intrinsic value of $2.5 billion based on VMware’s closing stock price as of January 29, 2021.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 year ended February 1, 2019.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">VMware and Pivotal Employee Stock Purchase Plans</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 29, 2021, the number of authorized </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">shares under the ESPP was 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 participant is granted a new twelve-month option. As of January 29, 2021, 12.3 million shares of VMware Class A common stock were available for issuance under the ESPP.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes ESPP activity for VMware during the periods presented (cash proceeds in millions, shares in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash proceeds</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">207 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">172 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Class A common stock purchased</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,025 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,489 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,895 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average price per share</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102.44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115.51 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84.95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 29, 2021, $107 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 28, 2021.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">VMware and Pivotal Stock Options</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes stock option activity for VMware and Pivotal since February 2, 2018 (shares in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.566%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">VMware Stock Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pivotal Stock Options</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Exercise Price<br/>(per share)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Exercise Price<br/>(per share)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, February 2, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,647 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54.63 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,388 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.82 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">574 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.07 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,832 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.03 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Special Dividend adjustment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">348 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24.44 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,028)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expired</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(273)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.02 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(569)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46.73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,018)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.89 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, February 1, 2019</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,969 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36.50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,901 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,571 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73.19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(149)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52.83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10,822)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(4)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(776)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39.94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34,951)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.59 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,615 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56.58 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(156)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70.75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,247)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52.34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 29, 2021</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,243 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58.68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Stock option granted under the VMware equity plan includes 0.6 million options issued for unvested options assumed as part of the Pivotal acquisition.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(4)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The stock options outstanding as of January 29, 2021 had an aggregate intrinsic value of $98 million based on VMware’s closing stock price as of January 29, 2021.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Options outstanding that are exercisable and that have vested and are expected to vest as of January 29, 2021 were as follows (outstanding options in thousands, aggregate intrinsic value in in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.566%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">VMware Stock Options</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Outstanding Options</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted- Average Exercise Price</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted- Average Remaining Contractual Term<br/>(in years)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aggregate Intrinsic Value</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:700;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">769 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54.72 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.12</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested and expected to vest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,228 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58.26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.89</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> The aggregate intrinsic values represent the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, which would have been received by the option holders had all in-the-money options been exercised as of that date.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total fair value of VMware stock options that vested during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 was $92 million, $64 million and $35 million, respectively. Total fair value of Pivotal stock options that vested during the years ended January 31, 2020 and February 1, 2019 was $27 million and $41 million, respectively.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The VMware stock options exercised during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 had a pre-tax intrinsic value of $111 million, $103 million and $56 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. 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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">VMware Shares Repurchased for Tax Withholdings</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, VMware repurchased 3.0 million, 3.0 million and 2.6 million, respectively, of Class A common stock, for $413 million, $521 million and $373 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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Net Excess Tax Benefits</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net excess tax benefits recognized in connection with stock-based awards are included in income tax benefit on the consolidated statements of income. Net excess tax benefits recognized during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 were $41 million, $182 million and $116 million, respectively.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of license revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription and SaaS revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of services revenue</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">99 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">524 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">459 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">391 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">322 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">293 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">157 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,017 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">800 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(231)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(347)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(253)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation, net of tax</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">891 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">670 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">547 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 29, 2021, the total unrecognized compensation cost for stock options and restricted stock was $1.9 billion and will be recognized through fiscal 2025 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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value of VMware and Pivotal Options</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">VMware Stock Options</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102.55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">143.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">Pivotal Stock Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.08</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">VMware Employee Stock Purchase Plan</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27.4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35.66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34.72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For equity awards granted under the VMware equity plan, volatility was based on an analysis of historical stock prices and implied volatility 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accumulated Other Comprehensive Income (Loss)</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in components of accumulated other comprehensive income (loss) during the periods presented were as follows (tables in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unrealized Gain (Loss) on <br/>Forward Contracts</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Foreign Currency Translation Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, February 1, 2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income, net of tax (provision) benefit of $—, $— and $—</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other comprehensive income (loss), net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, January 31, 2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrealized gains (losses), net of tax provision (benefit) of $—, $— and $—</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other comprehensive income (loss), net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, January 29, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 the 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.</span></div> 11000000000.0 26.81 1 0.20 307200000 13000000.0 145200000 6100000 12100000 P3Y P4Y 0.25 1 0.25 P3Y P7Y 17900000 2500000 P4Y P48M <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes stock repurchase authorizations approved by VMware’s board of directors, which were open or completed during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 (amounts in table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"/><td style="width:23.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.354%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Announcement Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Amount Authorized</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Expiration Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Status</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">July 15, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$1,000</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">January 28, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Open</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 29, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">January 28, 2022</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Open</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 14, 2017</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,000</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Completed in fiscal 2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> During July 2020, VMware’s board of directors extended authorization of the existing stock repurchase program through January 28, 2022. </span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes stock repurchase activity during the periods presented (aggregate purchase price in millions, shares in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.601%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aggregate purchase price</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">945 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,334 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Class A common stock repurchased</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,944 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,664 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average price per share</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136.13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174.02 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">148.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">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.</span></div> 1000000000 1500000000 1000000000 1100000000 945000000 1334000000 42000000 6944000 7664000 286000000 136.13 174.02 148.07 1 0.1 2.0 0.1 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes restricted stock activity since February 2, 2018 (units in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:40.688%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.829%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.832%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">VMware RSUs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pivotal RSUs</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Units</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Grant Date Fair Value <br/>(per unit)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Units</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Grant Date Fair Value <br/>(per unit)</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, February 2, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,360 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">78.62 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,663 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">146.61 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,854 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.78 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Special Dividend adjustment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,236 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,370)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75.45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,674)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86.90 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(353)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.09 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, February 1, 2019</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,215 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">90.06 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,501 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,074 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">157.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,504 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.02 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,179)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">80.28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,009)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.56 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,636)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101.29 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25,996)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,474 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128.38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,201 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149.63 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,296)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114.59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,588)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">137.55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 29, 2021</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,790 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147.46 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> RSUs granted under the VMware equity plan includes 2.2 million RSUs issued for outstanding unvested RSUs assumed as part of the Pivotal acquisition.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div> 17360000 78.62 0 0 6663000 146.61 9854000 15.78 3236000 7370000 75.45 0 0 1674000 86.90 353000 16.09 18215000 90.06 9501000 15.77 9074000 157.07 20504000 16.02 8179000 80.28 4009000 15.56 1636000 101.29 25996000 16.01 17474000 128.38 0 0 11201000 149.63 8296000 114.59 2588000 137.55 17790000 147.46 2200000 21700000 0.1 17800000 17200000 600000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted stock that is expected to vest as of January 29, 2021 was as follows (units in thousands, aggregate intrinsic value in millions):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Remaining Contractual Term <br/>(in years)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aggregate Intrinsic Value</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:700;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected to vest</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,214 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.64</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,097 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, which would have been received by the RSU holders had the RSUs been issued as of January 29, 2021.</span></div> 15214000 P2Y7M20D 2097000000 137.85 1100000000 1400000000 1100000000 17800000 2500000000 68000000 9000000.0 32300000 0.85 0.85 12300000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes ESPP activity for VMware during the periods presented (cash proceeds in millions, shares in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash proceeds</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">207 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">172 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Class A common stock purchased</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,025 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,489 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,895 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average price per share</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102.44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115.51 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84.95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 207000000 172000000 161000000 2025000 1489000 1895000 102.44 115.51 84.95 107000000 0.85 0.85 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes stock option activity for VMware and Pivotal since February 2, 2018 (shares in thousands):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.566%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">VMware Stock Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Pivotal Stock Options</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Exercise Price<br/>(per share)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Shares</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted-Average Exercise Price<br/>(per share)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, February 2, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,647 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54.63 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,388 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.82 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">574 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.07 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,832 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.03 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Special Dividend adjustment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">348 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24.44 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,028)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.35 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expired</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(273)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.02 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(569)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46.73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,018)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.89 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, February 1, 2019</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,969 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36.50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,901 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,571 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73.19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(149)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52.83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10,822)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(4)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(776)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39.94 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34,951)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.59 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,615 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56.58 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(156)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70.75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,247)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52.34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Outstanding, January 29, 2021</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,243 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58.68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> Stock option granted under the VMware equity plan includes 0.6 million options issued for unvested options assumed as part of the Pivotal acquisition.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(4)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Options outstanding that are exercisable and that have vested and are expected to vest as of January 29, 2021 were as follows (outstanding options in thousands, aggregate intrinsic value in in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.566%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.939%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">VMware Stock Options</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Outstanding Options</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted- Average Exercise Price</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted- Average Remaining Contractual Term<br/>(in years)</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aggregate Intrinsic Value</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:700;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">769 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54.72 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.12</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested and expected to vest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,228 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58.26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.89</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> The aggregate intrinsic values represent the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, which would have been received by the option holders had all in-the-money options been exercised as of that date.</span></div> 1647000 54.63 54388000 7.82 574000 16.07 2832000 14.03 348000 31000 24.44 2028000 9.35 0 0 273000 7.02 569000 46.73 9018000 6.89 1969000 36.50 45901000 8.31 1571000 73.19 0 0 149000 52.83 10822000 10.65 0 0 128000 10.10 776000 39.94 34951000 7.59 2615000 56.58 0 0 31000 43.20 156000 70.75 1247000 52.34 1243000 58.68 600000 6200000 0.1 22400000 98000000 769000 54.72 P5Y1M13D 64000000 1228000 58.26 P5Y10M20D 98000000 137.85 92000000 64000000 35000000 27000000 41000000 111000000 103000000 56000000 278000000 97000000 3000000.0 3000000.0 2600000 413000000 521000000 373000000 41000000 182000000 116000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of license revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of subscription and SaaS revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of services revenue</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">99 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">83 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">524 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">459 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">391 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">322 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">293 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">157 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,017 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">800 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(231)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(347)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(253)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation, net of tax</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">891 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">670 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">547 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1000000 1000000 1000000 19000000 13000000 7000000 99000000 83000000 58000000 524000000 459000000 391000000 322000000 293000000 226000000 157000000 168000000 117000000 1122000000 1017000000 800000000 231000000 347000000 253000000 891000000 670000000 547000000 1900000000 P1Y6M <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">VMware Stock Options</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102.55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">143.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">Pivotal Stock Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.08</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">VMware Employee Stock Purchase Plan</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27.4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35.66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34.72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">VMware Stock Options</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.2</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102.55 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98.00 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">143.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">Pivotal Stock Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.08</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">n/a</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:100%;text-decoration:underline">VMware Employee Stock Purchase Plan</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">None</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27.4 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected term (in years)</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.7</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 13pt 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.8</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average fair value at grant date</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33.60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35.66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34.72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 0 0 0.388 0.340 0.319 0.004 0.015 0.029 P2Y7M6D P2Y8M12D P3Y2M12D 102.55 98.00 143.01 0 0.334 0.028 P6Y29D 5.23 0 0 0 0.361 0.274 0.335 0.010 0.017 0.020 P0Y8M12D P0Y7M6D P0Y9M18D 33.60 35.66 34.72 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in components of accumulated other comprehensive income (loss) during the periods presented were as follows (tables in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.040%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Unrealized Gain (Loss) on <br/>Forward Contracts</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Foreign Currency Translation Adjustments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, February 1, 2019</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income, net of tax (provision) benefit of $—, $— and $—</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other comprehensive income (loss), net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, January 31, 2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrealized gains (losses), net of tax provision (benefit) of $—, $— and $—</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other comprehensive income (loss), net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, January 29, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 2000000 -4000000 -2000000 0 0 0 2000000 0 2000000 -2000000 0 -2000000 0 -4000000 -4000000 0 0 0 -1000000 0 -1000000 -1000000 0 -1000000 -1000000 -4000000 -5000000 Segment InformationVMware operates in one reportable operating segment; thus, all required financial segment information is included in the 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 order to allocate resources and assess performance. VMware’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue by type during the periods presented was as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">License</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,033 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,042 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subscription and SaaS</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,587 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,877 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,303 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total license and subscription and SaaS</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,620 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,058 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,345 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Services:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 30.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Software maintenance</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,754 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,351 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 30.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,042 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">999 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">917 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total services</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,147 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,753 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,268 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,767 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,811 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,613 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue by geographic area during the periods presented was as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,878 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,405 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,696 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,889 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,406 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,917 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,767 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,811 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,613 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-lived assets by geographic area, which primarily include property and equipment, net, as of the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">864 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">860 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">241 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,105 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,069 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 29, 2021, the U.S. and India accounted for 80% and 10% of these assets, respectively. No individual country other than the U.S. accounted for 10% or more of these assets as of January 31, 2020.</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware’s product and service solutions are helping customers in the following areas:</span></div><div style="margin-top:3pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Multi-Cloud</span></div><div style="margin-top:3pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Virtual Cloud Network</span></div><div style="margin-top:3pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Digital Workspace</span></div><div style="margin-top:3pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Application Modernization</span></div><div style="margin-top:3pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Intrinsic Security</span></div><div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VMware develops and markets product and service offerings within each of these areas. Additionally, synergies are leveraged across these areas. VMware’s products and services from each area may also be bundled as part of an enterprise agreement arrangement or packaged together and sold as a solution. Accordingly, it is not practicable to determine revenue by each of the areas described above.</span></div> 1 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue by type during the periods presented was as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">License</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,033 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,181 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,042 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subscription and SaaS</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,587 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,877 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,303 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total license and subscription and SaaS</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,620 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,058 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,345 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Services:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 30.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Software maintenance</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,754 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,351 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 30.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Professional services</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,042 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">999 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">917 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total services</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,147 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,753 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,268 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,767 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,811 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,613 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 3033000000 3181000000 3042000000 2587000000 1877000000 1303000000 5620000000 5058000000 4345000000 5105000000 4754000000 4351000000 1042000000 999000000 917000000 6147000000 5753000000 5268000000 11767000000 10811000000 9613000000 <div style="margin-top:9pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue by geographic area during the periods presented was as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.332%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.938%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the Year Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">February 1,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,878 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,405 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,696 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,889 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,406 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,917 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,767 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,811 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,613 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 5878000000 5405000000 4696000000 5889000000 5406000000 4917000000 11767000000 10811000000 9613000000 <div style="margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-lived assets by geographic area, which primarily include property and equipment, net, as of the periods presented were as follows (table in millions):</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.098%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.937%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 29,</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">864 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">860 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">241 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,105 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,069 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 864000000 860000000 241000000 209000000 1105000000 1069000000 0.80 0.10 <div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">VMWARE, INC.</span></div><div style="margin-top:5pt;text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">(in millions)</span></div><div style="margin-top:11pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:29.016%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.204%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.356%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Tax Valuation Allowance</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance at Beginning of Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Tax Valuation Allowance Charged to Income Tax Provision</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Tax Valuation Allowance Credited to Other Accounts</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Tax Valuation Allowance Credited to Income Tax Provision</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance at End of Period</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Year ended January 29, 2021 income tax valuation allowance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">366 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Year ended January 31, 2020 income tax valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">283 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Year ended February 1, 2019 income tax valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">310 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(60)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">283 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 332000000 58000000 1000000 23000000 366000000 283000000 89000000 0 40000000 332000000 310000000 65000000 32000000 60000000 283000000 Includes stock-based compensation as follows:Cost of license revenue$$$Cost of subscription and SaaS revenue19 13 Cost of services revenue99 83 58 Research and development524 459 391 Sales and marketing322 293 226 General and administrative157 168 117  Includes related party revenue as follows (refer to Note D):License$1,598 $1,569 $1,176 Subscription and SaaS524 342 217 Services1,994 1,459 1,003  XML 19 R1.htm IDEA: XBRL DOCUMENT v3.21.1
Cover Page - USD ($)
$ in Billions
12 Months Ended
Jan. 29, 2021
Mar. 16, 2021
Jul. 31, 2020
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Jan. 29, 2021    
Current Fiscal Year End Date --01-29    
Document Transition Report false    
Entity File Number 001-33622    
Entity Registrant Name VMWARE, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 94-3292913    
Entity Address, Address Line One 3401 Hillview Avenue    
Entity Address, City or Town Palo Alto,    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94304    
City Area Code 650    
Local Phone Number 427-5000    
Title of 12(b) Security Class A common stock    
Trading Symbol VMW    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 11.4
Entity Central Index Key 0001124610    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Amendment Flag false    
Documents Incorporated by Reference
DOCUMENTS INCORPORATED BY REFERENCE
Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2021. The Proxy Statement will be filed by the registrant with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended January 29, 2021.
   
Class A Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   112,011,150  
Class B Convertible Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   307,221,836  
XML 20 R2.htm IDEA: XBRL DOCUMENT v3.21.1
CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands, $ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Revenue:      
Revenue [1] $ 11,767 $ 10,811 $ 9,613
Operating expenses:      
Research and development [2] 2,816 2,522 2,173
Sales and marketing [2] 3,711 3,677 3,230
General and administrative [2] 767 1,293 846
Realignment [2] 42 79 9
Operating income 2,388 1,441 1,803
Investment income 7 60 161
Interest expense (204) (149) (134)
Other income (expense), net 191 86 (1)
Total income before income tax 2,382 1,438 1,829
Income tax provision (benefit) 324 (4,918) 239
Net income 2,058 6,356 1,590
Less: Net loss attributable to non-controlling interests 0 (56) (60)
Net income attributable to VMware, Inc. $ 2,058 $ 6,412 $ 1,650
Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B (in USD per share) $ 4.90 $ 15.37 $ 3.99
Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B (in USD per share) $ 4.86 $ 15.08 $ 3.92
Weighted-average shares, basic for Classes A and B (in shares) 419,841 417,058 413,769
Weighted-average shares, diluted for Classes A and B (in shares) 423,240 425,235 421,131
License      
Revenue:      
Revenue [1] $ 3,033 $ 3,181 $ 3,042
Operating expenses:      
Cost of revenue [2] 163 166 150
Subscription and SaaS      
Revenue:      
Revenue [1] 2,587 1,877 1,303
Operating expenses:      
Cost of revenue [2] 588 400 280
Services      
Revenue:      
Revenue [1] 6,147 5,753 5,268
Operating expenses:      
Cost of revenue [2] $ 1,292 $ 1,233 $ 1,122
[1] Includes related party revenue as follows (refer to Note D):
License$1,598 $1,569 $1,176 
Subscription and SaaS524 342 217 
Services1,994 1,459 1,003 
[2] Includes stock-based compensation as follows:
Cost of license revenue$$$
Cost of subscription and SaaS revenue19 13 
Cost of services revenue99 83 58 
Research and development524 459 391 
Sales and marketing322 293 226 
General and administrative157 168 117 
XML 21 R3.htm IDEA: XBRL DOCUMENT v3.21.1
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Revenue [1] $ 11,767 $ 10,811 $ 9,613
Stock-based compensation 1,122 1,017 800
Cost of license revenue      
Stock-based compensation 1 1 1
Cost of subscription and SaaS revenue      
Stock-based compensation 19 13 7
Cost of services revenue      
Stock-based compensation 99 83 58
Research and development      
Stock-based compensation 524 459 391
Sales and marketing      
Stock-based compensation 322 293 226
General and administrative      
Stock-based compensation 157 168 117
License      
Revenue [1] 3,033 3,181 3,042
License | Dell      
Revenue 1,598 1,569 1,176
Subscription and SaaS      
Revenue [1] 2,587 1,877 1,303
Subscription and SaaS | Dell      
Revenue 524 342 217
Services      
Revenue [1] 6,147 5,753 5,268
Services | Dell      
Revenue $ 1,994 $ 1,459 $ 1,003
[1] Includes related party revenue as follows (refer to Note D):
License$1,598 $1,569 $1,176 
Subscription and SaaS524 342 217 
Services1,994 1,459 1,003 
XML 22 R4.htm IDEA: XBRL DOCUMENT v3.21.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Statement of Comprehensive Income [Abstract]      
Net income $ 2,058 $ 6,356 $ 1,590
Changes in fair value of available-for-sale securities:      
Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $—, $— and $10 0 0 30
Net change in fair value of available-for-sale securities 0 0 30
Changes in fair value of effective foreign currency forward contracts:      
Unrealized gains (losses), net of tax provision (benefit) of $— for all periods (1) 0 2
Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $— for all periods 0 (2) 0
Net change in fair value of effective foreign currency forward contracts (1) (2) 2
Foreign currency translation adjustments 0 0 (26)
Total other comprehensive income (loss) (1) (2) 6
Comprehensive income, net of taxes 2,057 6,354 1,596
Less: Net loss attributable to non-controlling interests 0 (56) (60)
Less: Other comprehensive income (loss) attributable to non-controlling interests 0 0 4
Comprehensive income attributable to VMware, Inc. $ 2,057 $ 6,410 $ 1,652
XML 23 R5.htm IDEA: XBRL DOCUMENT v3.21.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Statement of Comprehensive Income [Abstract]      
Tax (provision) benefit on reclassification of (gains) losses realized on available-for-sale securities $ 0 $ 0 $ 10
Tax provision (benefit) on unrealized gains (losses) on derivatives 0 0 0
Tax (provision) benefit on reclassification of gains (losses) realized on derivatives $ 0 $ 0 $ 0
XML 24 R6.htm IDEA: XBRL DOCUMENT v3.21.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Current assets:    
Cash and cash equivalents $ 4,692 $ 2,915
Short-term investments 23 0
Accounts receivable, net of allowance of $5 and $7 1,929 1,883
Due from related parties, net 1,438 1,457
Other current assets 530 436
Total current assets 8,612 6,691
Property and equipment, net 1,334 1,280
Other assets 2,697 2,266
Deferred tax assets 5,781 5,556
Intangible assets, net 993 1,172
Goodwill 9,599 9,329
Total assets 29,016 26,294
Current liabilities:    
Accounts payable 131 208
Accrued expenses and other 2,382 2,151
Current portion of long-term debt and other borrowings 0 2,747
Unearned revenue 5,873 5,218
Total current liabilities 8,386 10,324
Note payable to Dell 270 270
Long-term debt 4,717 2,731
Unearned revenue 4,441 4,050
Income tax payable 805 817
Operating lease liabilities 891 746
Other liabilities 455 347
Total liabilities 19,965 19,285
Contingencies (refer to Note E)
Stockholders’ equity:    
Additional paid-in capital 1,985 2,000
Accumulated other comprehensive loss (5) (4)
Retained earnings 7,067 5,009
Total stockholders’ equity 9,051 7,009
Total liabilities and stockholders’ equity 29,016 26,294
Class A Common Stock    
Stockholders’ equity:    
Common stock 1 1
Class B Convertible Common Stock    
Stockholders’ equity:    
Common stock $ 3 $ 3
XML 25 R7.htm IDEA: XBRL DOCUMENT v3.21.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Allowance for credit loss $ 5 $ 7
Class A Common Stock    
Common stock, par value (in USD per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 2,500,000,000 2,500,000,000
Common stock, shares issued (in shares) 112,082,000 110,484,000
Common stock, shares outstanding (in shares) 112,082,000 110,484,000
Class B Convertible Common Stock    
Common stock, par value (in USD per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 1,000,000,000 1,000,000,000
Common stock, shares issued (in shares) 307,222,000 307,222,000
Common stock, shares outstanding (in shares) 307,222,000 307,222,000
XML 26 R8.htm IDEA: XBRL DOCUMENT v3.21.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Operating activities:      
Net income $ 2,058 $ 6,356 $ 1,590
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 1,025 873 727
Stock-based compensation 1,122 1,017 800
Deferred income taxes, net (152) (5,284) (110)
Unrealized (gain) loss on equity securities, net (172) (31) 14
Loss on disposition 0 0 7
(Gain) loss on disposition of assets, revaluation and impairment, net 24 (4) 2
Loss on extinguishment of debt 8 0 0
Other (1) 9 11
Changes in assets and liabilities, net of acquisitions:      
Accounts receivable (37) (119) (214)
Other current assets and other assets (879) (668) (347)
Due to/from related parties, net 19 (374) (480)
Accounts payable (69) 35 105
Accrued expenses and other liabilities 518 417 290
Income taxes payable (68) (23) (40)
Unearned revenue 1,013 1,668 1,302
Net cash provided by operating activities 4,409 3,872 3,657
Investing activities:      
Additions to property and equipment (329) (279) (254)
Purchases of available-for-sale securities 0 0 (780)
Sales of available-for-sale securities 26 0 3,999
Maturities of available-for-sale securities 0 0 2,393
Purchases of strategic investments (29) (30) (8)
Proceeds from disposition of assets 28 22 41
Business combinations, net of cash acquired, and purchases of intangible assets (409) (2,437) (938)
Net cash paid on disposition of a business 0 (4) (11)
Net cash provided by (used in) investing activities (713) (2,728) 4,442
Financing activities:      
Proceeds from the initial public offering of Pivotal, net of issuance costs paid 0 0 544
Proceeds from issuance of common stock 273 308 259
Net proceeds from issuance of long-term debt 1,979 0 0
Borrowings under term loan, net of issuance costs 0 3,393 0
Borrowings on credit facility, net of debt issuance costs 0 0 15
Repayment of term loan (1,500) (1,900) 0
Repayment of current portion of long-term debt (1,257) 0 0
Repayments on credit facility 0 0 (35)
Repurchase of common stock (945) (1,334) (42)
Shares repurchased for tax withholdings on vesting of restricted stock (412) (534) (357)
Payment for Special Dividend 0 0 (11,000)
Payment to acquire non-controlling interests (91) (1,666) 0
Contribution from Dell 0 27 44
Payment for common control transaction with Dell 0 0 (8)
Principal payments on finance lease obligations (4) (1) 0
Net cash used in financing activities (1,957) (1,707) (10,580)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 0 (2) 1
Net increase (decrease) in cash, cash equivalents and restricted cash 1,739 (565) (2,480)
Cash, cash equivalents and restricted cash at beginning of the period 3,031 3,596 6,076
Cash, cash equivalents and restricted cash at end of the period 4,770 3,031 3,596
Supplemental disclosures of cash flow information:      
Issuance of VMware Class B common stock for Pivotal Class B common stock held by Dell 0 1,101 0
Cash paid for interest 200 134 129
Cash paid for taxes, net 543 369 399
Non-cash items:      
Changes in capital additions, accrued but not paid (10) 18 9
Changes in tax withholdings on vesting of restricted stock, accrued but not paid $ 1 $ (13) $ 17
XML 27 R9.htm IDEA: XBRL DOCUMENT v3.21.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
shares in Thousands, $ in Millions
Total
Cumulative effect of adoption of new accounting pronouncements
Class A Common Stock
Class B Convertible Common Stock
Common Stock
Class A Common Stock
Common Stock
Class B Convertible Common Stock
Additional Paid-in Capital
Retained Earnings
Retained Earnings
Cumulative effect of adoption of new accounting pronouncements
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Cumulative effect of adoption of new accounting pronouncements
Non-controlling Interests
Balance (in shares) at Feb. 02, 2018         104,000 300,000            
Balance at Feb. 02, 2018 $ 11,190 $ (30)     $ 1 $ 3 $ 3,171 $ 7,453 $ (15) $ 11 $ (15) $ 551
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Proceeds from issuance of common stock (in shares)         3,000              
Proceeds from issuance of common stock 188           188          
Issuance of stock-based awards in acquisition 3           3          
Repurchase and retirement of common stock (in shares)     (286,000)                  
Repurchase and retirement of common stock (42)   $ (42)       (42)          
Issuance of restricted stock (in shares)         7,000              
Shares withheld for tax withholdings on vesting of restricted stock (in shares)     (2,600)   (3,000)              
Shares withheld for tax withholdings on vesting of restricted stock (373)   $ (373)       (373)          
Stock-based compensation 800           731         69
Credit from tax sharing arrangement 2           2          
Investment from Dell, net (52)           (53)         1
Total other comprehensive income (loss) 6                 2   4
Transactions with Pivotal’s non-controlling stockholders 615           154         461
Common control transaction with Dell (6)             (6)        
Special Dividend (11,000)           (822) (10,178)        
Net income (loss) 1,590             1,650       (60)
Balance (in shares) at Feb. 01, 2019         111,000 300,000            
Balance at Feb. 01, 2019 2,891 $ 3     $ 1 $ 3 2,959 (1,096) $ 3 (2)   1,026
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Proceeds from issuance of common stock (in shares)         2,000              
Proceeds from issuance of common stock 203           203          
Issuance of stock-based awards in acquisition 13           13          
Repurchase and retirement of common stock (in shares)     (7,664)   (8,000)              
Repurchase and retirement of common stock (1,334)   $ (1,334)       (1,024) (310)        
Issuance of restricted stock (in shares)         8,000              
Shares withheld for tax withholdings on vesting of restricted stock (in shares)     (3,000)   (3,000)              
Shares withheld for tax withholdings on vesting of restricted stock (521)   $ (521)       (521)          
Stock-based compensation 1,017           921         96
Credit from tax sharing arrangement 85           85          
Investment from Dell, net 22           13         9
Total other comprehensive income (loss) (2)                 (2)    
Transactions with Pivotal’s non-controlling stockholders (1,724)           (649)         (1,075)
Issuance of VMware’s Class B common stock issued to Dell (in shares)           7,000            
Net income (loss) 6,356             6,412       (56)
Balance (in shares) at Jan. 31, 2020     110,484 307,222 110,000 307,000            
Balance at Jan. 31, 2020 7,009       $ 1 $ 3 2,000 5,009   (4)   0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Proceeds from issuance of common stock (in shares)         3,000              
Proceeds from issuance of common stock 273           273          
Repurchase and retirement of common stock (in shares)     (6,944)   (7,000)              
Repurchase and retirement of common stock (945)   $ (945)       (945)          
Issuance of restricted stock (in shares)         9,000              
Shares withheld for tax withholdings on vesting of restricted stock (in shares)     (3,000)   (3,000)              
Shares withheld for tax withholdings on vesting of restricted stock (413)   $ (413)       (413)          
Stock-based compensation 1,116           1,116          
Credit from tax sharing arrangement (46)           (46)          
Total other comprehensive income (loss) (1)                 (1)    
Net income (loss) 2,058             2,058        
Balance (in shares) at Jan. 29, 2021     112,082 307,222 112,000 307,000            
Balance at Jan. 29, 2021 $ 9,051       $ 1 $ 3 $ 1,985 $ 7,067   $ (5)   $ 0
XML 28 R10.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation
12 Months Ended
Jan. 29, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Overview and Basis of Presentation 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 businesses through a digital transformation. To take on these challenges, VMware is working with customers in the areas of hybrid and multi-cloud, modern applications, networking, security and digital workspaces. VMware’s software provides a flexible digital foundation to enable customers in their digital transformations.
Retrospective Combination of Historical Financial Statements
In December 2019, VMware completed the acquisition of Pivotal, which was, at the time, a subsidiary of VMware’s parent company, Dell Technologies Inc. (“Dell”). The purchase of the controlling interest in Pivotal from Dell was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification 805-50, Business Combination - Related Issues, which requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. The consolidated financial statements of VMware and notes thereto are presented on a combined basis, as both VMware and Pivotal were under common control for all periods presented. Refer to Note B for more information on VMware’s acquisition of Pivotal.
Basis of Presentation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for annual financial reporting.
Effective September 7, 2016, Dell (formerly Denali Holding Inc.) acquired EMC Corporation (“EMC”), VMware’s parent company, including EMC’s majority control of VMware. As of January 29, 2021, Dell controlled 80.6% of VMware’s outstanding common stock and 97.4% 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.
Management believes the assumptions underlying the 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 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 consolidated financial statements include the accounts of VMware and subsidiaries in which VMware has a controlling financial interest. The portion of results of operations attributable to the non-controlling interests for Pivotal prior to the acquisition was included in net loss attributable to non-controlling interests on the consolidated statements of income for the periods presented. As part of the acquisition of Pivotal, VMware acquired the non-controlling interests in Pivotal from the holders of Pivotal Class A common stock and has held 100% of the controlling financial interest in Pivotal since December 2019. The cumulative portion of the results of operations and changes in the net assets of Pivotal attributable to the non-controlling interests through the acquisition date were reclassified to additional paid-in capital on the consolidated balance sheet as of January 31, 2020.
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 consolidated statements of cash flows based upon the nature of the underlying transaction.
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.
As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, VMware’s future financial statements could be affected. 
Revenue Recognition
VMware derives revenue primarily from licensing software under perpetual licenses or consumption-based contracts and related software maintenance and support, subscriptions, hosted services, training and consulting services. VMware accounts for a contract with a customer if all criteria defined by ASC 606, Revenue from Contracts with Customers are met, including that collectibility of consideration is probable. At inception of a contract with a customer, the Company evaluates whether the promised products and services represent distinct performance obligations within the context of the contract. Performance obligations that are both capable of being distinct on their own and distinct within the context of the contract are recognized on their own as distinct performance obligations. Performance obligations under which both of these two criteria are not met are recognized as a combined, single performance obligation. Determining whether the Company’s licenses, subscriptions and services are considered distinct performance obligations that should be accounted for separately or together often involves assumptions and significant judgments that can have a significant impact on the timing and amount of revenue recognized.
Revenue is recognized upon transfer of control of licenses, subscriptions or services to the customer in an amount that reflects the consideration VMware expects to receive in exchange for those licenses, services or subscriptions. Control of a promised license, subscription or service may be transferred to a customer either at a point in time or over time, which affects the timing of revenue recognition. VMware’s contracts with customers may include a combination of licenses, subscriptions and services that are accounted for as distinct performance obligations. Licenses that represent distinct performance obligations are recognized at a point in time when the software license keys have been made available to the customer. Licenses sold as part of the Company’s subscriptions that do not represent distinct performance obligations are recognized over time along with the associated services that form a combined performance obligation with the software. Management assesses relevant contractual terms in contracts with customers and applies significant judgment in identifying and accounting for all terms and conditions in certain contracts. Certain contracts include third-party offerings and revenue that may be recognized net of the third-party costs, based upon an assessment as to whether VMware had control of the underlying third-party offering. Revenue is recognized net of any taxes invoiced to customers, which are subsequently remitted to governmental authorities.
From time to time, VMware may enter into revenue and purchase contracts with the same customer within a short period of time. VMware evaluates the underlying economics and fair value of the consideration payable to the customer to determine if any portion of the consideration payable to the customer exceeds the fair value of the goods and services received and should be accounted for as a reduction of the transaction price of the revenue contract.
License Revenue
VMware generally sells its license software through distributors, resellers, system vendors, systems integrators and its direct sales force. Performance obligations related to license revenue, including the license portion of term licenses, represent functional intellectual property under which a customer has the legal right to the on-premises license. The license provides significant standalone functionality and is a separate performance obligation from the maintenance and support and professional services sold by VMware. On-premises license revenue is recognized at a point in time, upon delivery and transfer of control of the underlying license to the customer.
License revenue from on-premises license software sold to original equipment manufacturers (“OEMs”) is recognized when the sale to the end user occurs. Revenue is recognized upon reporting by the OEMs of their sales, and for the period where information of the underlying sales has not been made available, revenue is recognized based upon estimated sales.
Subscription and SaaS Revenue
VMware’s subscription and SaaS revenue consists of hosted services, license usage fees from the Company’s VCPP, and perpetual or subscription license sales of its software platform with open source licenses or offerings under which licenses and services are accounted for as combined performance obligations.
VMware’s hosted services consist of certain software offerings sold as a service-based technology without the customer’s ability to take possession of the software over the subscription term. Hosted services are recognized as SaaS revenue over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service.
VCPP partners license on-premises software from VMware on a monthly basis under a usage-based model. Generally, contracts with VCPP partners include cancellation rights. Revenue recognition is based on fees associated with reported license consumption by the VCPP partners and includes estimates for the period when consumption information has not been made available.
Subscription license sales of the Company’s software platform offering provides customers with a term-based license to its platform, which includes, among other items, open-source software, support, enhancements, upgrades and compatibility to certified systems, all of which are offered on an if-and-when available basis. Subscription revenue is recognized ratably over the contract term beginning on the date that the Company’s platform is made available to the customer.
Subscription sales also include offerings sold on a perpetual and term basis where licenses provide customers with access to and the right to utilize the threat intelligence capabilities and ongoing support. VMware considers the software license and access to critical threat intelligence capabilities to be a single performance obligation. Subscription revenue is recognized ratably over the contract term beginning on the date the software is delivered to the customer.
Subscription licenses sold on a term-basis are generally over a one- or three-year duration and invoiced to the customers either upfront, annually, quarterly or monthly.
Services Revenue
VMware’s services revenue generally consists of software maintenance and support and professional services. Software maintenance and support offerings entitle customers to receive major and minor product upgrades, on a when-and-if-available basis, and technical support. Maintenance and support services are comprised of multiple performance obligations including updates, upgrades to licenses and technical support. While separate performance obligations are identified within maintenance and support services, the underlying performance obligations generally have a consistent continuous pattern of transfer to a customer during the term of a contract. Maintenance and support services revenue is recognized ratably over the contract duration.
Professional services include design, implementation, training and consulting services. Professional services performed by VMware represent distinct performance obligations as they do not modify or customize licenses sold. These services are not highly interdependent or highly interrelated to licenses sold such that a customer would not be able to use the licenses without the professional services. Revenue from fixed fee professional services engagements is recognized based on progress made toward the total project effort, which can be reasonably estimated. As a practical expedient, VMware recognizes revenue from professional services engagements invoiced on a time and materials basis as the hours are incurred based on VMware’s right to invoice amounts for performance completed to date.
Contracts with Multiple Performance Obligations
VMware enters into revenue contracts with multiple performance obligations in which a customer may purchase combinations of licenses, maintenance and support, subscriptions, hosted services, training, consulting services, and rights to future products and services. For contracts with multiple performance obligations, VMware allocates total transaction value to the identified underlying performance obligations based on relative standalone selling price (“SSP”). VMware typically estimates SSP of services based on observable transactions when the services are sold on a standalone basis and those prices fall within a reasonable range. VMware utilizes the residual approach to estimate SSP for products or services sold to customers due to highly variable pricing.
Rebates and Marketing Development Funds
Rebates, which are offered to certain channel partners and represent a form of variable consideration, are accounted for as a reduction to the transaction price on eligible contracts.
Rebates are determined based on eligible sales during the quarter or based on actual achievement to quarterly target sales. The reduction of the aggregate transaction price against eligible contracts is allocated to the applicable performance obligations. The difference between the estimated rebates recognized and the actual amounts paid has not been material to date.
Certain channel partners are also reimbursed for direct costs related to marketing or other services that are defined under the terms of the marketing development programs. Estimated reimbursements for marketing development funds are accounted for as consideration payable to a customer, reducing the transaction price of the underlying contracts. The most likely amount method is used to estimate the marketing fund reimbursements at the end of the quarter and the reduction of transaction price is allocated to the applicable performance obligations. The difference between the estimated reimbursement and the actual amount paid to channel partners has not been material to date.
Returns Reserves
With limited exceptions, VMware’s return policy does not allow product returns for a refund. VMware estimates and records reserves for product returns at the time of sale based on historical return rates. Amounts are recorded as a reduction of revenue or unearned revenue. Returns reserves were not material for all periods presented.
Deferred Commissions
Sales commissions, including the employer portion of payroll taxes, earned by VMware’s sales force are considered incremental and recoverable costs of obtaining a contract, and are deferred and generally amortized on a straight-line basis over the expected period of benefit. The expected period of benefit is generally determined using the contract term or underlying technology life, if renewals are expected and the renewal commissions are not commensurate with the initial commissions. Sales commissions related to software maintenance and support renewals are deferred and amortized on a straight-line basis over the contractual renewal period.
Foreign Currency Remeasurement and Translation
The United States (“U.S.”) dollar is the functional currency of VMware’s foreign subsidiaries as of January 29, 2021. As of January 31, 2020, the U.S. dollar was the functional currency for the majority of VMware’s foreign subsidiaries, except for certain Pivotal foreign subsidiaries, many of which were wound down during fiscal 2021. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. VMware records net gains and losses resulting from foreign exchange transactions as a component of foreign currency exchange gains and losses in other income (expense), net on the consolidated statements of income. These gains and losses are net of those recognized on foreign currency forward contracts (“forward contracts”) not designated as hedges that VMware enters into to partially mitigate its exposure to foreign currency fluctuations. VMware records foreign currency translation adjustments in other comprehensive income (loss), and the losses recognized during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 were not significant.
Cash and Cash Equivalents, Short-Term Investments, and Restricted Cash
From time to time, VMware invests primarily in money market funds, highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. All highly liquid investments with maturities of 90 days or less from date of purchase are classified as cash equivalents and all highly liquid investments with maturities of greater than 90 days from date of purchase as short-term investments. Short-term investments are classified as available-for-sale securities. VMware may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisitions and strategic investments.
When invested, fixed income investments are reported at market value and unrealized gains and losses on these investments, net of tax, are included in accumulated other comprehensive loss, a component of stockholders’ equity. Realized gains or losses are included on the consolidated statements of income. Gains and losses on the sale of fixed income securities issued by the same issuer and of the same type are determined using the first-in first-out method. When a determination has been made that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is realized and is included on the consolidated statements of income.
Cash balances that are restricted pursuant to the terms of various agreements are classified as restricted cash and included in other current assets and other assets in the accompanying consolidated balance sheets. Refer to Note I for more information.
Investments in Equity Securities
VMware holds equity securities in publicly and privately held companies. VMware elected to measure securities in privately held companies at cost less impairment, if any, adjusted for observable price changes in orderly transactions for the identical or a similar security of the same issuer. VMware’s securities in publicly held companies are measured at fair value
using quoted prices for identical assets in an active market. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income.
Allowance for Credit Losses
VMware maintains an allowance for credit losses for estimated losses on uncollectible accounts receivable. VMware determines the allowance based on various factors such as historical experience, the age of the receivable and current economic conditions that may affect customers’ ability to pay. The allowance for credit losses was not significant for all periods presented.
Property and Equipment, Net
Property and equipment, net is recorded at cost. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful life of the assets, as follows:
BuildingsTerm of underlying land lease
Land improvements15 years
Furniture and fixtures7 years
Equipment
3 to 6 years
Software
3 to 8 years
Leasehold improvements
20 years, not to exceed the shorter of the estimated useful life or remaining lease term
Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized on the consolidated statements of income. Repair and maintenance costs that do not extend the economic life of the underlying assets are expensed as incurred.
Capitalized Software Development Costs
Costs associated with internal-use software, including those used to provide hosted services, during the application development stage are capitalized. Capitalization of costs begins when the preliminary project stage is completed, management has committed to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization ceases at the point when the project is substantially complete and is ready for its intended purpose. The capitalized amounts are included in property and equipment, net on the consolidated balance sheets.
Development costs of software to be sold, leased, or otherwise marketed are subject to capitalization beginning when technological feasibility for the product has been established and ending when the product is available for general release. During the years presented, software development costs incurred for products during the time period between reaching technological feasibility and general release were not material and accordingly were expensed as incurred.
Business Combinations
For business combinations, with the exception of acquisitions of entities under common control, VMware recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, which are measured based on the acquisition date fair value. Goodwill is measured as the excess of consideration transferred over the net amounts of the identifiable tangible and intangible assets acquired and the liabilities assumed at the acquisition date.
VMware uses significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed and the related useful lives of the acquired assets, when applicable, as of the acquisition date.
When those estimates are provisional, VMware refines them as necessary during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which VMware may gather and analyze the necessary information about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Measurement period adjustments are recorded during the period in which the adjustment amount is determined. All other adjustments are recorded to the consolidated statements of income.
Acquisitions of entities under common control requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. Assets and liabilities transferred are recorded at their historical carrying amounts on the date of the transfer. The difference between purchase consideration and historical value of the net assets on the date of the transfer are recognized in total stockholders’ equity on the consolidated balance sheets.
Costs to effect an acquisition are recorded in general and administrative expenses on the consolidated statements of income as the expenses are incurred. Gains recognized for the remeasurement of ownership interest to fair value upon completion of a step acquisition are recorded in other income (expense), net on the consolidated statements of income.
Purchased Intangible Assets and Goodwill
Goodwill is evaluated for impairment during the third quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. VMware elected to perform a quantitative assessment of goodwill with respect to its one reporting unit. In doing so, VMware compared the enterprise fair value to the carrying amount of the reporting unit, including goodwill. VMware concluded that, to date, there have been no impairments of goodwill.
Purchased intangible assets with finite lives are generally amortized over their estimated useful lives using the straight-line method. VMware reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.
Derivative Instruments and Hedging Activities
Derivative instruments are measured at fair value and reported as current assets and current liabilities on the consolidated balance sheets, as applicable.
To manage VMware’s exposure to foreign currency fluctuations, VMware enters into forward contracts to hedge a portion of VMware’s net outstanding monetary asset or liability positions. These forward contracts are generally entered into on a monthly basis, with a typical contractual term of one month. These forward contracts are not designated as hedging instruments under applicable accounting guidance and therefore are adjusted to fair value through other income (expense), net on the consolidated statements of income.
Additionally, VMware enters into forward contracts, which it designates as cash flow hedges to manage the volatility of cash flows that relate to operating expenses denominated in certain foreign currencies. These forward contracts are entered into annually, have maturities of twelve months or less, and are adjusted to fair value through accumulated other comprehensive loss, net of tax, on the consolidated balance sheets. When the underlying expense transaction occurs, the gains or losses on the forward contract are subsequently reclassified from accumulated other comprehensive loss to the related operating expense line item on the consolidated statements of income.
The Company does not, and does not intend to, use derivative financial instruments for trading or speculative purposes.
Employee Benefit Plans
The Company has a defined contribution program for U.S. employees that complies with Section 401(k) of the Internal Revenue Code. In addition, the Company offers defined contribution plans to employees in certain countries outside the U.S.
During the years ended January 29, 2021, January 31, 2020, and February 1, 2019, the Company contributed $176 million, $169 million and, $122 million, respectively, to its defined contribution plans.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $33 million, $25 million and $33 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
Income Taxes
Income taxes as presented herein are calculated on a separate tax return basis, although VMware is included in the consolidated tax return of Dell. However, under certain circumstances, transactions between VMware and Dell are assessed using consolidated tax return rules. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal. Pivotal will continue to file its separate tax return for U.S. federal income tax purposes as it has since left the Dell consolidated tax group at the time of Pivotal’s initial public offering (“IPO”) in April 2018.
The U.S. Tax Cuts and Jobs Act enacted on December 22, 2017 (the “2017 Tax Act”) introduced significant changes to U.S. income tax law. During December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which allowed for the recognition of provisional tax amounts during a measurement period not to extend beyond one year of the enactment date. Provisional taxes relating to the effect of the tax law changes, including the estimated transition tax and the remeasurement of U.S. deferred tax assets and liabilities, among others, were recognized during fiscal 2018. The Company completed its analysis of the impact of the 2017 Tax Act and recorded immaterial adjustments during the fourth quarter of fiscal 2019.
The Global Intangible Low-Taxed Income (“GILTI”) provisions of the 2017 Tax Act require VMware to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. GAAP allows the Company to choose between an accounting policy that treats the U.S. tax under GILTI provisions as either a current expense, as incurred, or as a component of the Company’s measurement of deferred taxes. VMware has elected to record impacts of GILTI as period costs and recognized the tax impacts associated with GILTI as a current expense on its consolidated statements of income beginning with the year ended February 1, 2019.
The difference between the income taxes payable or receivable that is calculated on a separate return basis and the amount paid to or received from Dell pursuant to VMware’s tax sharing agreement is presented as a component of additional paid-in capital, generally in the period in which the consolidated return is filed. Refer to Note P for further information.
Net Income Per Share
Basic net income per share is calculated using the weighted-average number of shares of VMware’s common stock outstanding during the period. Diluted net income per share is calculated using the weighted-average number of common stock, including the dilutive effect of equity awards as determined under the treasury stock method. VMware has two classes of common stock, Classes A and B. For purposes of calculating net income per share, VMware uses the two-class method. As both classes share the same rights in dividends, basic and diluted net income per share are the same for both classes.
Concentrations of Risks
Financial instruments, which potentially subject VMware to concentrations of credit risk, consist principally of cash and cash equivalents, short-term investments and accounts receivable. Cash on deposit with banks may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand. VMware places cash and cash equivalents and short-term investments primarily in money market funds and fixed income securities and limits the amount of investment with any single issuer and any single financial institution. VMware held a diversified portfolio of money market funds and fixed income securities, which primarily consisted of various highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. VMware’s fixed income investment portfolio was denominated in U.S. dollars and consisted of securities with various maturities.
VMware manages counterparty risk through necessary diversification of the investment portfolio among various financial institutions and by entering into derivative contracts with financial institutions that are of high credit quality.
VMware provides credit to its customers, including distributors, OEMs, resellers, and end-user customers, in the normal course of business. To reduce credit risk, VMware performs periodic credit evaluations, which consider the customer’s payment history and financial stability.
As of January 29, 2021 and January 31, 2020, one distributor accounted for 13% and 14%, respectively, of VMware’s accounts receivable balance, and a second distributor accounted for 12% and 11%, respectively, of VMware’s accounts receivable balance. Another distributor accounted for and 10% of VMware’s accounts receivable balance as of January 31, 2020.
One distributor accounted for 11%, 12% and 13% of revenue during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Another distributor accounted for 10% and 12% of revenue during the years ended January 31, 2020 and February 1, 2019, respectively.
Accounting for Stock-Based Compensation
VMware restricted stock, including performance stock unit (“PSU”) awards, are valued based on the Company’s stock price on the date of grant. For those awards expected to vest, which only contain a service vesting feature, compensation cost is recognized on a straight-line basis over the awards’ requisite service periods.
PSU awards will vest if certain VMware-designated performance targets, including in certain cases a time-based or market-based vesting component, are achieved. All PSU awards also include a time-based vesting component. If minimum performance thresholds are achieved, each PSU award will convert into VMware’s Class A common stock at a defined ratio
depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSU awards’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted and recorded on the consolidated statements of income and the remaining unrecognized stock-based compensation is recognized over the remaining requisite service period.
With the exception of stock options assumed as a part of transactions under common control, the Black-Scholes option-pricing model is used to determine the fair value of VMware’s stock option awards and Employee Stock Purchase Plan shares. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected term and risk-free interest rates. These assumptions reflect the Company’s best estimates, but these items involve uncertainties based on market and other conditions outside of the Company’s control.
For outstanding stock options assumed as a part of a transaction between entities under common control, equity awards are converted to VMware’s Class A common stock and valued at historical carrying amounts.
Leases
VMware adopted ASU 2016-02, Leases (“Topic 842”) during fiscal 2020 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 contained a lease. Prior period amounts were not recast under this standard.
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. Right-of-use (“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 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 consolidated balance sheets.
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.
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.
Recently Adopted Accounting Standards
Effective February 1, 2020, VMware adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the measurement and recognition of current expected credit losses for financial assets. The standard did not have a material impact on the Company’s consolidated financial statements.
New Accounting Pronouncement
In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, simplifying the accounting for convertible instruments and contracts in an entity’s own equity and amending the diluted earnings per share guidance for greater consistency within the standard. With the exception of the impact to the Company’s diluted net income per share, which is not expected to be material, the updated standard is not expected to have any other impact on the Company’s financial statements. The updated standard is effective for
interim and annual periods beginning after December 15, 2021, but may be early adopted. VMware plans to adopt this updated standard during the first quarter of fiscal 2022 on a modified retrospective basis.
XML 29 R11.htm IDEA: XBRL DOCUMENT v3.21.1
Pivotal Acquisition
12 Months Ended
Jan. 29, 2021
Business Combinations [Abstract]  
Pivotal Acquisition Pivotal Acquisition
In December 2019, VMware completed the acquisition of Pivotal at a blended price per share of $11.71 and an aggregate purchase consideration of $2.9 billion. The purchase consideration of $2.9 billion was comprised of $15.00 per share or $1.7 billion of cash paid to the non-controlling interest holders of Pivotal’s Class A common stock, the exchange of $1.1 billion of VMware’s Class B common stock for Pivotal’s Class B common stock held by Dell, at an exchange ratio of 0.055 VMware shares for each Pivotal share, and a $155 million accrual for amounts potentially owed to dissenting shareholders in connection with the acquisition, which was recorded in accrued expenses and other on the consolidated balance sheet as of January 31, 2020. In recording the repurchase of the non-controlling interest, the Company recognized a reduction of additional paid in capital of $649 million, which corresponds to the excess of the purchase consideration of $1.8 billion that was paid and accrued, over the carrying value of the non-controlling interest of $1.2 billion. In the aggregate, this transaction resulted in a cash payout, net of cash acquired, of $838 million and the issuance of 7.2 million shares of VMware’s Class B common stock to Dell. Pivotal’s Class B common stock previously held by VMware was canceled. Following the completion of the acquisition, shares of Pivotal Class A common stock ceased to be listed on the New York Stock Exchange and registration of the Pivotal Class A common stock under the Exchange Act was terminated.
During the second quarter of fiscal 2021, VMware paid $91 million to dissenting stockholders of Pivotal, representing a portion of the amount accrued as of January 31, 2020.
The purchase was accounted for as a transaction between entities under common control. Assets and liabilities transferred were recorded at historical carrying amounts of Pivotal on the date of the transfer, except for certain goodwill and intangible assets that were recorded in the amounts previously recognized by Dell for Pivotal in connection with Dell’s acquisition of EMC during fiscal 2016. VMware’s previous investment in Pivotal, including any unrealized gain or loss previously recognized in other income (expense), net on the consolidated statements of income, were derecognized. Transactions with Pivotal that were previously accounted for as transactions between related parties were eliminated in the consolidated financial statements for all periods presented. All intercompany transactions and account balances between VMware and Pivotal have been eliminated upon consolidation for all periods presented.
XML 30 R12.htm IDEA: XBRL DOCUMENT v3.21.1
Revenue, Unearned Revenue and Remaining Performance Obligations
12 Months Ended
Jan. 29, 2021
Revenue from Contract with Customer [Abstract]  
Revenue, Unearned Revenue and Remaining Performance Obligations Revenue, Unearned Revenue and Remaining Performance Obligations
Revenue
Receivables
VMware records a receivable when an unconditional right to consideration exists and transfer of control has occurred, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers.
Payment terms vary based on license, subscription or service offerings and payment is generally required within 30 to 45 days from date of invoicing. Certain performance obligations may require payment before delivery of the license or service to the customer.
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 consolidated balance sheets. Contract assets were $43 million and $26 million as of January 29, 2021 and January 31, 2020, 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 January 29, 2021, customer deposits related to customer prepayments and cloud credits of $294 million were included in accrued expenses and other, and $163 million were included in other liabilities on the consolidated balance sheets. As of January 31, 2020, customer deposits related to customer prepayments and cloud credits of $247 million were included in accrued expenses and other, and $143 million were included in other liabilities on the 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 January 29, 2021 and January 31, 2020 were $31 million and $13 million, respectively. Deferred commissions included in other assets were $1.1 billion and $938 million as of January 29, 2021 and January 31, 2020, respectively.
Amortization expense for deferred commissions was included in sales and marketing on the consolidated statements of income and was $437 million, $354 million and $311 million, during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
Unearned Revenue
Unearned revenue as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Unearned license revenue$15 $19 
Unearned subscription and SaaS revenue1,998 1,534 
Unearned software maintenance revenue7,092 6,700 
Unearned professional services revenue1,209 1,015 
Total unearned revenue$10,314 $9,268 
Unearned subscription and SaaS revenue 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 ratably over the contract duration. The weighted-average remaining contractual term as of January 29, 2021 was approximately two years. Unearned professional services revenue results primarily from prepaid professional services and is generally recognized as the services are performed.
Total billings and revenue recognized during the twelve months ended January 29, 2021 were $8.4 billion and $7.4 billion, respectively, and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses. During the twelve months ended January 29, 2021, VMware also assumed $33 million in unearned revenue in connection with business combinations.
Total billings and revenue recognized during the twelve months ended January 31, 2020 were $8.1 billion and $6.4 billion, respectively, and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses. During the twelve months ended January 31, 2020, VMware also assumed $154 million in unearned revenue in connection with the acquisition of Carbon Black, Inc. (“Carbon Black”).
Revenue recognized during the year ended February 1, 2019 was $5.5 billion and did not include amounts for performance obligations that were fully satisfied upon delivery, such as on-premises licenses.
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 January 29, 2021, the aggregate transaction price allocated to remaining performance obligations was $11.3 billion, of which approximately 55% is expected to be recognized as revenue over the next twelve months and the remainder thereafter. As of January 31, 2020, the aggregate transaction price allocated to remaining performance obligations was $10.3 billion, of which approximately 54% was expected to be recognized as revenue during fiscal 2021, and the remainder thereafter.
XML 31 R13.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties
12 Months Ended
Jan. 29, 2021
Related Party Transactions [Abstract]  
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 years ended January 29, 2021, January 31, 2020 and February 1, 2019, revenue from Dell accounted for 35%, 31% and 25% of VMware’s consolidated revenue, respectively. During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, revenue recognized on transactions where Dell acted as an OEM accounted for 12%, 12% and 13% of revenue from Dell, respectively, or 4%, 4% and 3% of VMware’s consolidated revenue, respectively.
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 ReceiptsUnearned Revenue
For the Year EndedAs of
January 29,January 31,February 1,January 29,January 31,
20212020201920212020
Reseller revenue$4,053 $3,288 $2,355 $4,952 $3,787 
Internal-use revenue63 82 41 45 57 
Collaborative technology project receipts13 10  n/a n/a
Customer deposits resulting from transactions with Dell were $214 million and $194 million as of January 29, 2021 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 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 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):
For the Year Ended
January 29,January 31,February 1,
202120202019
Purchases and leases of products and purchases of services(1)
$206 $242 $200 
Dell subsidiary support and administrative costs74 119 145 
(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
professional services employees from Dell to VMware. These employees are experienced in providing professional services that deliver VMware technology and this transfer centralizes these resources within the Company in order to serve its customers more efficiently and effectively. The transfer was substantially completed during the fourth quarter of fiscal 2020 and did not have a material impact to the consolidated financial statements. VMware also expects that Dell will continue to resell VMware consulting solutions.
During the third quarter of fiscal 2019, VMware acquired technology and employees related to the Dell EMC Service Assurance Suite, which provides root cause analysis management software for communications service providers, from Dell. The purchase of the Dell EMC Service Assurance Suite was accounted for as a transaction by entities under common control. The amount of the purchase price in excess of the historical cost of the acquired assets was recognized as a reduction to retained earnings on the consolidated balance sheets. Transition services were provided by Dell over a period of 18 months, starting from the date of the acquisition, which were not significant.
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 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 $60 million, $66 million and $40 million during the years ended January 29, 2021, January 31, 2020, and February 1, 2019, respectively.
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):
January 29,January 31,
20212020
Due from related parties, current$1,558 $1,618 
Due to related parties, current(1)
120 161 
Due from related parties, net, current$1,438 $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 consolidated balance sheets as of January 29, 2021 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.
Special Dividend
On July 1, 2018, VMware’s board of directors declared a conditional $11.0 billion one-time special cash dividend (the “Special Dividend”), payable pro-rata to VMware stockholders as of the record date. 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. Dell was paid approximately $9.0 billion in cash as a result of its financial interest in VMware’s common stock as of the record date.
The Special Dividend was paid in connection with the closing of a transaction by Dell pursuant to which holders of Dell Class V common stock, which was designed to track the economic performance of VMware, exchanged the Dell Class V common stock for Dell Class C common stock or cash or both, resulting in the elimination of the Dell Class V common stock. Refer to Note Q for more information.
Notes Payable to Dell
As of January 29, 2021 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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019, interest expense on the notes payable to Dell was not significant.
Other Related Party Transactions
Prior to the acquisition of Pivotal, certain members of Pivotal’s board of directors were executives of Ford Motor Company (“Ford”) and General Electric Company (“GE”), and these companies were customers of Pivotal. Revenue recognized from sales to Ford while it was a related party was not significant during the year ended January 31, 2020 and was $12 million during the year ended February 1, 2019. During the year ended February 1, 2019, revenue recognized from sales to GE while it was a related party was not significant. Subsequent to fiscal 2019, GE was no longer a related party. Subsequent to VMware’s acquisition of Pivotal, Ford was no longer a related party.
XML 32 R14.htm IDEA: XBRL DOCUMENT v3.21.1
Commitments and Contingencies
12 Months Ended
Jan. 29, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation
On March 5, 2020, two purported Pivotal stockholders filed a petition for appraisal in the Delaware Court of Chancery (the “Court”) seeking a judicial determination of the fair value of an aggregate total of 10,000,100 Pivotal shares (the “Appraisal Action”). Separately, on June 4, 2020, purported Pivotal stockholder Kenia Lopez filed a lawsuit in the Court against Dell, VMware, Michael Dell, Robert Mee, and Cynthia Gaylor (the “Lopez Action”), which alleges breach of fiduciary duty and aiding and abetting, all tied to VMware’s acquisition of Pivotal. On July 16, 2020, purported Pivotal stockholder Stephanie Howarth filed a similar lawsuit against the same defendants asserting similar claims (the “Howarth Action”). On August 14, 2020, the Court entered an order consolidating the Appraisal Action, the Lopez Action, and the Howarth Action into a single action (the “Consolidated Action”) for all purposes including pretrial discovery and trial. The Court has not yet issued a scheduling order for the Consolidated Action, but the parties have moved forward with pretrial discovery. On June 23, 2020, the Company made a payment of $91 million to the petitioners in the Appraisal Action, which reduces the Company’s exposure to accumulating interest. In addition, on September 23, 2020, the Company filed a motion to dismiss the claims asserted in the Lopez Action and the Howarth Action, for which briefing was completed. The hearing date for this motion to dismiss is April 1, 2021. 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 itself in connection with this matter.
On April 25, 2019, Cirba Inc. and Cirba IP, Inc. (collectively, “Cirba”) sued VMware in the United States District Court for the District of Delaware (the “Delaware Court”) for allegedly infringing two patents and three trademarks (“First Action”). After an August 6, 2019 hearing, the Delaware Court denied Cirba’s preliminary injunction motion. On August 20, 2019, VMware filed counterclaims against Cirba for infringing four VMware patents. The Delaware Court severed VMware’s patent infringement counterclaims from Cirba’s claims. On January 24, 2020, a jury returned a verdict that VMware had willfully
infringed Cirba’s two patents and awarded approximately $237 million in damages. As to Cirba’s trademark-related claims, the jury found that VMware was not liable. A total of $237 million was accrued for the First Action as of January 31, 2020, which reflected the estimated losses that were considered both probable and reasonably estimable at that time. The amount accrued for this matter was included in accrued expenses and other on the consolidated balance sheet as of January 31, 2020 and the charge was included in general and administrative expense on the consolidated statement of income for the year ended January 31, 2020. On March 9, 2020, the parties filed post-trial motions in the First Action. On December 21, 2020, the Delaware Court granted VMware’s request for a new trial based, in part, on Cirba Inc.’s lack of standing, set aside the verdict and damages award, and denied Cirba’s post-trial motions (the “Post-Trial Order”). On October 22, 2019, VMware filed a separate lawsuit against Cirba Inc. in the United States District Court for the Eastern District of Virginia for infringing four additional VMware patents (“Second Action”). The Second Action was transferred to the Delaware Court on February 25, 2020. On March 23, 2020, Cirba filed a counterclaim against VMware in the Second Action alleging infringement of an additional Cirba patent. The Delaware Court consolidated the First and Second Actions and ordered a consolidated trial on all of the parties’ patent infringement claims and counterclaims. The parties have proposed April 24, 2023 as the date for a consolidated trial. On January 20, 2021, Cirba moved to certify the Post-Trial Order to enable an interlocutory appeal to the United States Court of Appeals for the Federal Circuit. This motion has been fully briefed and is now pending before the Court. As of January 29, 2021, the Company reassessed its estimated loss accrual for the First Action based on the Post-Trial Order and determined that a loss is no longer probable and reasonably estimable with respect to the consolidated First and Second Actions. Accordingly, the estimated loss accrual of $237 million recorded on the consolidated balance sheet was derecognized, with the credit included in general and administrative expense on the consolidated income statement for the year ended January 29, 2021. 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. The Company intends to vigorously defend against this matter.
In December 2019, the staff of the Enforcement Division of the SEC requested documents and information related to VMware’s backlog and associated accounting and disclosures. VMware is fully cooperating with the SEC’s investigation and is unable to predict the outcome of this matter at this time.
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 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 January 29, 2021, 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 possible disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on its consolidated financial statements.
Contractual Commitments
VMware’s minimum contractual commitments as of January 29, 2021 were as follows (table in millions):
Purchase ObligationsAsset Retirement ObligationsTotal
2022$391 $$394 
2023294 296 
2024331 332 
2025
2026— 
Thereafter— 
Total$1,017 $23 $1,040 
VMware’s contractual commitments also include leased office facilities and equipment under various lease arrangements. Refer to Note N for more information on VMware’s lease commitments.
Guarantees and Indemnification Obligations
VMware enters into agreements in the ordinary course of business with, among others, customers, distributors, resellers, system vendors and systems integrators. Most of these agreements require VMware to indemnify the other party against third-party claims alleging that a VMware product infringes or misappropriates a patent, copyright, trademark, trade secret, and/or other intellectual property right. Certain of these agreements require VMware to indemnify the other party against certain claims relating to property damage, personal injury, or the acts or omissions of VMware, its employees, agents, or representatives.
VMware has agreements with certain vendors, financial institutions, lessors and service providers pursuant to which VMware has agreed to indemnify the other party for specified matters, such as acts and omissions of VMware, its employees, agents, or representatives.
VMware has procurement or license agreements with respect to technology that it has obtained the right to use in VMware’s products and agreements. Under some of these agreements, VMware has agreed to indemnify the supplier for certain claims that may be brought against such party with respect to VMware’s acts or omissions relating to the supplied products or technologies.
VMware has agreed to indemnify the directors and executive officers of VMware, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer. VMware’s by-laws and charter also provide for indemnification of directors and officers of VMware and VMware subsidiaries to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer. VMware also indemnifies certain employees who provide services with respect to employee benefits plans, including, for example, the members of the Administrative Committee of the VMware 401(k) Plan, and employees who serve as directors or officers of VMware’s subsidiaries.
In connection with certain acquisitions, VMware has agreed to indemnify the former directors and officers of the acquired company in accordance with the acquired company’s by-laws and charter in effect immediately prior to the acquisition or in accordance with indemnification or similar agreements entered into by the acquired company and such persons. VMware typically purchases a “tail” directors and officers insurance policy, which should enable VMware to recover a portion of any future indemnification obligations related to the former officers and directors of an acquired company.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the relatively small number of prior indemnification claims and the unique facts and circumstances involved in each particular situation. Historically, payments made by the Company under these agreements have not had a material effect on the Company’s consolidated results of operations, financial position, or cash flows.
XML 33 R15.htm IDEA: XBRL DOCUMENT v3.21.1
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill
12 Months Ended
Jan. 29, 2021
Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract]  
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill
Business Combinations
Fiscal 2021
Acquisition of SaltStack, Inc.
During the third quarter of fiscal 2021, VMware completed the acquisition of SaltStack, Inc., a developer of intelligent, event-driven automation software, to broaden VMware’s Cloud Management capabilities from infrastructure to applications. The total purchase price, net of cash acquired, was $51 million. The purchase price primarily included $29 million of identifiable intangible assets and $24 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of three years.
Acquisition of Datrium, Inc.
During the second quarter of fiscal 2021, VMware completed the acquisition of Datrium, Inc., a provider of cloud-native disaster recovery solutions, to broaden the VMware Site Recovery Disaster Recovery as a Service offerings. The total purchase price, net of cash acquired, was $137 million. The purchase price primarily included $25 million of identifiable intangible assets and $91 million of goodwill. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of three years to five years. During the fourth quarter of fiscal 2021, the Company evaluated facts and circumstances that existed as of the acquisition date and adjusted the provisional amount recorded to deferred tax asset, resulting in an increase of $40 million to goodwill, and determined that intangible assets and goodwill are expected to be deductible for tax purposes.
Acquisition of Lastline, Inc.
During the second quarter of fiscal 2021, VMware completed the acquisition of Lastline, Inc., a provider of network-based security breach detection products and services, to enhance capabilities for network detection and threat analysis on VMware NSX and SD-WAN offerings. The total purchase price, net of cash acquired, was $114 million. The purchase price primarily included $29 million of identifiable intangible assets and $86 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to four years.
Acquisition of Nyansa, Inc.
During the first quarter of fiscal 2021, VMware completed the acquisition of Nyansa, Inc., a developer of artificial intelligence-based network analytics, to accelerate the delivery of end-to-end monitoring and troubleshooting capacities within VMware SD-WAN by VeloCloud. The total purchase price, net of cash acquired, was $38 million. The purchase price primarily included $14 million of identifiable intangible assets and $24 million of goodwill that is not expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to four years.
Other Fiscal 2021 Acquisitions
During the year ended January 29, 2021, VMware completed five other acquisitions, which were not material, individually or in aggregate, to the consolidated financial statements. VMware expects these acquisitions to primarily enhance its product features and capabilities for its VMware Carbon Black Cloud and vRealize Operations offerings. The aggregate purchase price for these five acquisitions, net of cash acquired, was $62 million and primarily included $52 million of identifiable intangible assets and $16 million of goodwill, the majority of which is expected to be deductible for tax purposes. The identifiable intangible assets, which primarily consisted of completed technology, have estimated useful lives of one year to five years.
For each of the acquisitions completed during fiscal 2021, the excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which management believes represents synergies expected from combining the technologies of VMware with those of the acquired businesses. 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. VMware expects to finalize the allocation of the purchase price within the measurement period.
The pro forma financial information assuming these fiscal 2021 acquisitions 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.
Fiscal 2020
Acquisition of Pivotal
During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal, a leading cloud-native platform provider, to enhance VMware’s cloud native Kubernetes portfolio. Refer to Note B for more information.
Acquisition of Carbon Black
During the third quarter of fiscal 2020, 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 purchase price was $2.0 billion, net of cash acquired of $111 million.
Merger consideration totaling $18 million is held with a third-party paying agent and is payable to certain employees 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 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 receivable58 
Intangible assets492 
Goodwill1,588 
Other acquired assets52 
Total assets acquired2,301 
Unearned revenue151 
Other assumed liabilities45 
Total liabilities assumed196 
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 technology4.2$232 
Customer relationships and customer lists7.0215 
Trademarks and tradenames5.025 
Other2.020 
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. Goodwill and identifiable intangible assets were not deductible for tax purposes.
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 was not 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.
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 was not 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.
Other Fiscal 2020 Business Combinations
During the third quarter of fiscal 2020, VMware completed four other acquisitions, which were not material individually to the 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 $48 million of goodwill, of which the majority was not 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 fiscal 2020 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.
Fiscal 2019
Acquisition of Heptio Inc.
During the fourth quarter of fiscal 2019, VMware completed the acquisition of Heptio Inc. (“Heptio”), a provider of products and services that help enterprises deploy and operationalize Kubernetes. VMware acquired Heptio to enhance VMware’s Kubernetes portfolio and cloud native strategy. The total purchase price was $420 million, net of cash acquired of $15 million. Merger consideration totaling $117 million, including $24 million being held in escrow, is payable to certain employees of Heptio subject to specified future employment conditions and is being recognized as expense over the requisite service period of approximately four years on a straight-line basis. Compensation expense recognized during each of the years ended January 29, 2021 and January 31, 2020 was $33 million, and was not material during the year ended February 1, 2019.
The fair value of assumed unvested equity awards attributed to post-combination services was $47 million 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.
Acquisition of CloudHealth Technologies, Inc.
During the third quarter of fiscal 2019, VMware completed the acquisition of CloudHealth Technologies, Inc. (“CloudHealth Technologies”). CloudHealth Technologies delivers a cloud operations platform that enables customers to analyze and manage cloud cost, usage, security, and performance centrally for native public clouds, which expanded VMware’s portfolio of multi-cloud management solutions. The total purchase price was $495 million, net of cash acquired of $26 million. The fair value of assumed unvested equity awards attributed to post-combination services was $39 million and will be expensed over the remaining requisite service periods 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.
Other Fiscal 2019 Asset Acquisitions
During the first quarter of fiscal 2019, VMware completed four asset acquisitions, in which the Company acquired certain intangible assets classified as completed technology. The aggregate purchase price of the intangible assets acquired was $26 million.
The pro forma financial information assuming fiscal 2019 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.
Definite-Lived Intangible Assets, Net
The following table summarizes the changes in the carrying amount of definite-lived intangible assets during the periods presented (table in millions):
January 29,January 31,
20212020
Balance, beginning of the year$1,172 $966 
Additions to intangible assets related to business combinations149 622 
Amortization expense(328)(300)
Derecognized leasehold interest— (116)
Balance, end of the year$993 $1,172 
Upon adoption of Topic 842 in fiscal 2020, 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 consolidated balance sheets. Prior to adoption, these assets were classified as intangible assets, net on the consolidated balance sheets.
As of the periods presented, definite-lived intangible assets consisted of the following (amounts in tables in millions):
January 29, 2021
Weighted-Average Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased technology5.3$948 $(462)$486 
Customer relationships and customer lists11.4727 (281)446 
Trademarks and tradenames7.6132 (78)54 
Other2.021 (14)
Total definite-lived intangible assets$1,828 $(835)$993 
January 31, 2020
Weighted-Average Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased technology5.7$1,030 $(488)$542 
Customer relationships and customer lists11.4739 (200)539 
Trademarks and tradenames7.6131 (58)73 
Other2.022 (4)18 
Total definite-lived intangible assets$1,922 $(750)$1,172 
Amortization expense on definite-lived intangible assets was $328 million, $300 million and $247 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
Based on intangible assets recorded as of January 29, 2021 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):
2022$300 
2023249 
2024197 
2025104 
202664 
Thereafter79 
Total$993 
Goodwill
The following table summarizes the changes in the carrying amount of goodwill during the year ended January 29, 2021 (table in millions):
January 29,January 31,
20212020
Balance, beginning of the year$9,329 $7,418 
Increase in goodwill due to business combinations and related adjustments270 1,911 
Balance, end of the year$9,599 $9,329 
XML 34 R16.htm IDEA: XBRL DOCUMENT v3.21.1
Realignment
12 Months Ended
Jan. 29, 2021
Restructuring and Related Activities [Abstract]  
Realignment Realignment
During the third quarter of fiscal 2021, VMware approved a plan to streamline its operations and better align resources with its business priorities. As a result of this action, approximately 280 positions were eliminated during the year ended January 29, 2021. VMware recognized $42 million of severance-related realignment expenses during the year ended January 29, 2021 on the consolidated statements of income. Actions associated with this plan were substantially complete by the end of fiscal 2021.
During the fourth quarter of fiscal 2020, VMware approved a plan to streamline its operations, with plans to better align business priorities and shift positions to lower cost locations. As a result of these actions, approximately 1,100 positions were eliminated during the year ended January 31, 2020. VMware recognized $79 million of severance-related realignment expenses during the year ended January 31, 2020 on the consolidated statements of income. Actions associated with this plan were completed during fiscal 2021.
The following tables summarize the activity for the accrued realignment expenses for the years ended January 29, 2021 and January 31, 2020 (table in millions):
For the Year Ended January 29, 2021
Balance as of
January 31, 2020
Realignment ExpenseUtilizationBalance as of
January 29, 2021
Severance-related costs$74 $42 $(113)$
For the Year Ended January 31, 2020
Balance as of
February 1, 2019
Realignment ExpenseUtilizationBalance as of
January 31, 2020
Severance-related costs$— $79 $(5)$74 
XML 35 R17.htm IDEA: XBRL DOCUMENT v3.21.1
Net Income Per Share
12 Months Ended
Jan. 29, 2021
Earnings Per Share [Abstract]  
Net Income Per Share Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common stock 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, which included Pivotal’s employee stock purchase plan through the date of acquisition. 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.
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):
For the Year Ended
 January 29,January 31,February 1,
 202120202019
Net income attributable to VMware, Inc.$2,058 $6,412 $1,650 
Weighted-average shares, basic for Classes A and B419,841 417,058 413,769 
Effect of other dilutive securities3,399 8,177 7,362 
Weighted-average shares, diluted for Classes A and B423,240 425,235 421,131 
Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B$4.90 $15.37 $3.99 
Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B$4.86 $15.08 $3.92 
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):
For the Year Ended
January 29,January 31,February 1,
202120202019
Anti-dilutive securities:
Employee stock options150 34 50 
Restricted stock units5,038 315 255 
Total5,188 349 305 
XML 36 R18.htm IDEA: XBRL DOCUMENT v3.21.1
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments
12 Months Ended
Jan. 29, 2021
Investments, Debt and Equity Securities [Abstract]  
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments Cash, Cash Equivalents, Restricted Cash and Short-Term Investments
Cash and Cash Equivalents
Cash and cash equivalents totaled $4.7 billion and $2.9 billion as of January 29, 2021 and January 31, 2020, respectively. Cash equivalents were $3.8 billion as of January 29, 2021 and consisted of money-market funds of $3.7 billion and time deposits of $102 million. Cash equivalents were $2.3 billion as of January 31, 2020 and consisted of money-market funds of $2.2 billion and time deposits of $102 million.
Restricted Cash
The following table provides a reconciliation of the Company’s cash and cash equivalents, and current and non-current portion of restricted cash reported on the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash as of January 29, 2021 and January 31, 2020 (table in millions):
January 29,January 31,
20212020
Cash and cash equivalents$4,692 $2,915 
Restricted cash within other current assets56 83 
Restricted cash within other assets22 33 
Total cash, cash equivalents and restricted cash$4,770 $3,031 
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.
Short-Term Investments
Short-term investments totaled $23 million as of January 29, 2021 and consisted of marketable equity securities that were previously subject to a certain sale restriction and therefore were classified as other assets as of January 31, 2020. The unrealized loss on short-term investments was not material during the year ended January 29, 2021. Refer to Note K for more information regarding the Company’s marketable equity securities.
XML 37 R19.htm IDEA: XBRL DOCUMENT v3.21.1
Debt
12 Months Ended
Jan. 29, 2021
Debt Disclosure [Abstract]  
Debt Debt
Unsecured Senior Notes
On April 7, 2020, VMware issued three series of unsecured senior notes pursuant to a public debt offering. The proceeds from the issuance were $2.0 billion, net of debt discount of $3 million and debt issuance costs of $17 million. VMware also has three series of unsecured senior notes issued on August 21, 2017 (collectively with the notes issued April 7, 2020, the “Senior Notes”).
The carrying value of the Senior Notes as of the periods presented was as follows (amounts in millions):
January 29,January 31,Effective Interest Rate
20212020
Senior Notes issued August 21, 2017:
2.30% Senior Note Due August 21, 2020
$— $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%
Senior Notes issued April 7, 2020:
4.50% Senior Note Due May 15, 2025
750 — 4.70%
4.65% Senior Note Due May 15, 2027
500 — 4.80%
4.70% Senior Note Due May 15, 2030
750 — 4.86%
Total principal amount4,750 4,000 
Less: unamortized discount(7)(5)
Less: unamortized debt issuance costs(26)(16)
Net carrying amount4,717 3,979 
Current portion of long-term debt— 1,248 
Long-term debt$4,717 $2,731 
On May 11, 2020, VMware exercised a make-whole call and redeemed the $1.3 billion unsecured senior note due August 21, 2020 at a premium. The loss on extinguishment of debt was not material during the year ended January 29, 2021 and was recognized in other income (expense), net on the consolidated statements of income.
Interest on the Senior Notes issued on April 7, 2020 is payable semiannually in arrears, on May 15 and November 15 of each year, beginning November 15, 2020. The interest rate on each note issued on April 7, 2020 is subject to adjustment based on certain rating events. Interest on the Senior Notes issued on August 21, 2017 is payable semiannually in arrears, on February 21 and August 21 of each year. Interest expense was $183 million, $129 million and $129 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively. Interest expense, which included amortization of discount and issuance costs, was recognized on the consolidated 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 repurchase. The Senior Notes rank equally in right of payment with VMware’s other unsecured and unsubordinated indebtedness. The Senior Notes contain 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 D 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 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 revolving 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 January 29, 2021 and January 31, 2020, there was no outstanding borrowing under the revolving credit facility. The credit agreement contains certain representations, warranties and covenants. Commitment fees, interest rates and other terms of borrowing under the revolving 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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019.
On September 8, 2017, Pivotal entered into a senior secured revolving loan facility in an aggregate principal amount not to exceed $100 million. The revolving loan facility was amended on May 6, 2019 and terminated on October 22, 2019. During the year ended February 1, 2019, $15 million was borrowed under the revolving loan facility. The total outstanding balance of $35 million was repaid during the year ended February 1, 2019.
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 provided the Company with a borrowing capacity of up to $2.0 billion through February 7, 2020 for general corporate purposes. During the year ended January 31, 2020, the Company drew down an aggregate of $3.4 billion and repaid an aggregate of $1.9 billion. As of January 31, 2020, the outstanding balance on the Term Loan of $1.5 billion, net of unamortized debt issuance costs, was included in current portion of long-term debt and other borrowings on the consolidated balance sheets. During the third quarter of fiscal 2021, VMware repaid the outstanding balance of $1.5 billion on the Term Loan.
The Term Loan contained certain representations, warranties and covenants. Commitment fees paid were not significant during the year ended January 31, 2020. Interest expense for the Term Loan, including amortization of issuance costs, was $17 million and $15 million during the years ended January 29, 2021 and January 31, 2020, respectively.
XML 38 R20.htm IDEA: XBRL DOCUMENT v3.21.1
Fair Value Measurements
12 Months Ended
Jan. 29, 2021
Fair Value Disclosures [Abstract]  
Fair Value Measurements 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 inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not 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.
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.
The following tables set forth the fair value hierarchy of VMware’s cash equivalents that were required to be measured at fair value as of the periods presented (tables in millions):
 January 29, 2021
 Level 1Level 2Total
Cash equivalents:
Money-market funds$3,738 $— $3,738 
Time deposits(1)
— 102 102 
Total cash equivalents$3,738 $102 $3,840 
Short-term investments:
Marketable equity securities$23 $— $23 
Total short-term investments$23 $— $23 
 January 31, 2020
 Level 1Level 2Total
Cash equivalents:
Money-market funds$2,158 $— $2,158 
Time deposits(1)
— 102 102 
Total cash equivalents$2,158 $102 $2,260 
(1) Time deposits were valued at amortized cost, which approximated fair value.
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 $276 million and $269 million as of January 29, 2021 and January 31, 2020, respectively. The fair value of the Senior Notes was approximately $5.3 billion and $4.1 billion as of January 29, 2021 and January 31, 2020, respectively. The fair value of the Term Loan approximated its carrying value as of January 31, 2020 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. There is no net impact to the consolidated statements of income since changes in the fair value of the assets 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 $140 million and $106 million as of January 29, 2021 and January 31, 2020, respectively, and were included in other assets and other liabilities on the consolidated balance sheets, respectively.
Equity Securities With a Readily Determinable Fair Value
VMware’s equity securities include an investment in a company that completed its initial public offering during the third quarter of fiscal 2021. As of January 29, 2021, this investment had a fair value of $162 million, of which $139 million was included in other assets due to a certain sale restriction and $23 million was included in short-term investments as they were unrestricted and available for sale.
During the year ended January 29, 2021, VMware sold $26 million of its marketable equity securities, and the realized loss on the sale was not material. VMware also recognized an unrealized gain of $163 million during the year ended January 29, 2021, to adjust the remaining investment to its fair value using quoted prices for identical assets in an active market (Level 1). As of January 31, 2020, this investment had a carrying value of $25 million and was included in other assets on the consolidated balance sheet. The unrealized gain recognized during the year ended January 31, 2020 was $21 million. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income.
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 January 29, 2021 and January 31, 2020, investments in privately held companies, which consisted primarily of equity securities, had a carrying value of $129 million and $134 million, respectively, and were included in other assets on the consolidated balance sheets. During the years ended January 29, 2021 and February 1, 2019, VMware recognized unrealized losses of $14 million and $13 million respectively, on these securities. During the year ended January 31, 2020, VMware recognized an unrealized gain of $16 million on these securities. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income.
XML 39 R21.htm IDEA: XBRL DOCUMENT v3.21.1
Derivatives and Hedging Activities
12 Months Ended
Jan. 29, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivatives and Hedging Activities 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 and by monitoring credit ratings, credit spreads 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 loss on the consolidated balance sheets and is subsequently reclassified to the related operating expense line item on the consolidated statements of income in the same period that the underlying expenses are incurred. During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, the effective portion of gains or losses reclassified to the consolidated statements of income was not significant. Interest charges or forward points on VMware’s forward contracts were excluded from the assessment of hedge effectiveness and were recorded to the related operating expense line item on the consolidated statements of income in the same period that the interest charges are incurred.
These forward contracts have contractual maturities of twelve months or less, and as of January 29, 2021 and January 31, 2020, outstanding forward contracts had a total notional value of $486 million and $480 million, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract. The fair value of these forward contracts was not significant as of January 29, 2021 and January 31, 2020.
During the years ended January 29, 2021, January 31, 2020 and February 1, 2019, 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 consolidated statements of income.
These forward contracts generally have a contractual maturity of one month, and as of January 29, 2021 and January 31, 2020, outstanding forward contracts had a total notional value of $1.2 billion and $1.1 billion, respectively. The notional value represents the gross amount of foreign currency that will be bought or sold upon maturity of the forward contract. The fair value of these forward contracts was not significant as of January 29, 2021 and January 31, 2020.
VMware recognized a loss of $63 million during the year ended January 29, 2021, and gains of $54 million and $69 million during the years ended January 31, 2020 and February 1, 2019, respectively, related to the settlement of forward contracts. Gains and losses are recorded in other income (expense), net on the 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 years ended January 29, 2021 and January 31, 2020 resulted in net gains of $31 million and $31 million, respectively. 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 year ended February 1, 2019. Net gains and losses are recorded in other income (expense), net on the consolidated statements of income.
XML 40 R22.htm IDEA: XBRL DOCUMENT v3.21.1
Property and Equipment, Net
12 Months Ended
Jan. 29, 2021
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net Property and Equipment, Net
Property and equipment, net, as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Equipment and software$1,620 $1,404 
Buildings and improvements1,137 1,088 
Furniture and fixtures132 120 
Construction in progress82 106 
Total property and equipment2,971 2,718 
Accumulated depreciation(1,637)(1,438)
Total property and equipment, net$1,334 $1,280 
As of January 29, 2021 and January 31, 2020, construction in progress primarily represented various buildings and site improvements that had not yet been placed into service.
Depreciation expense was $253 million, $234 million and $211 million during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, respectively.
XML 41 R23.htm IDEA: XBRL DOCUMENT v3.21.1
Leases
12 Months Ended
Jan. 29, 2021
Leases [Abstract]  
Leases LeasesVMware has operating and finance leases primarily related to office facilities and equipment, which have remaining lease terms of one month to 25 years. Lease expense recorded in the consolidated statements of income was $230 million and $206 million during the years ended January 29, 2021 and January 31, 2020, respectively.
The components of lease expense during the periods presented were as follows (table in millions):
Twelve Months Ended
January 29,January 31,
20212020
Operating lease expense$190 $167 
Finance lease expense:
Amortization of ROU assets$$
Interest on lease liabilities
 Total finance lease expense$$
Short-term lease expense$$
Variable lease expense$29 $31 
 Total lease expense$230 $206 
From time to time, VMware enters into lease arrangements with Dell. Lease expense incurred for arrangements with Dell was not significant during the periods presented.
The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease income was $20 million and $22 million during the years ended January 29, 2021 and January 31, 2020, respectively.
Supplemental cash flow information related to operating and finance leases during the periods presented were as follows (table in millions):
Twelve Months Ended
January 29,January 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$174 $167 
Operating cash flows from finance leases
Financing cash flows from finance leases
ROU assets obtained in exchange for lease liabilities:
Operating leases$275 $226 
Finance leases63 
Supplemental balance sheet information related to operating and finance leases as of the period presented was as follows (table in millions):
January 29, 2021
Operating LeasesFinance Leases
ROU assets, non-current(1)
$997 $53 
Lease liabilities, current(2)
$109 $
Lease liabilities, non-current(3)
891 50 
Total lease liabilities$1,000 $55 
January 31, 2020
Operating LeasesFinance Leases
ROU assets, non-current(1)
$886 $58 
Lease liabilities, current(2)
$109 $
Lease liabilities, non-current(3)
746 55 
Total lease liabilities$855 $59 
(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 consolidated balance sheets.
(2) Current lease liabilities are included primarily in accrued expenses and other on the consolidated balance sheets. An immaterial amount is presented in due from related parties, net on the consolidated balance sheets.
(3) Non-current operating lease liabilities are presented as operating lease liabilities on the consolidated balance sheets. Non-current finance lease liabilities are included in other liabilities on the consolidated balance sheets.
Lease term and discount rate related to operating and finance leases as of the period presented were as follows:
January 29,January 31,
20212020
Weighted-average remaining lease term (in years)
Operating leases12.613.3
Finance leases8.39.2
Weighted-average discount rate
Operating leases3.5 %3.8 %
Finance leases2.9 %3.1 %
The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):
January 29, 2021
Operating LeasesFinance Leases
2022$141 $
2023166 
2024135 
2025105 
202688 
Thereafter651 27 
Total future minimum lease payments1,286 61 
Less: Imputed interest(286)(6)
Total lease liabilities(1)
$1,000 $55 
(1) Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.
The amount of the future operating lease commitments after fiscal 2026 is primarily for the ground leases on VMware’s Palo Alto, California headquarter facilities, which expire in fiscal 2047. As several of VMware’s operating leases are payable in foreign currencies, the operating lease payments may fluctuate in response to changes in the exchange rate between the U.S. dollar and the foreign currencies in which the commitments are payable.
Leases LeasesVMware has operating and finance leases primarily related to office facilities and equipment, which have remaining lease terms of one month to 25 years. Lease expense recorded in the consolidated statements of income was $230 million and $206 million during the years ended January 29, 2021 and January 31, 2020, respectively.
The components of lease expense during the periods presented were as follows (table in millions):
Twelve Months Ended
January 29,January 31,
20212020
Operating lease expense$190 $167 
Finance lease expense:
Amortization of ROU assets$$
Interest on lease liabilities
 Total finance lease expense$$
Short-term lease expense$$
Variable lease expense$29 $31 
 Total lease expense$230 $206 
From time to time, VMware enters into lease arrangements with Dell. Lease expense incurred for arrangements with Dell was not significant during the periods presented.
The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Sublease income was $20 million and $22 million during the years ended January 29, 2021 and January 31, 2020, respectively.
Supplemental cash flow information related to operating and finance leases during the periods presented were as follows (table in millions):
Twelve Months Ended
January 29,January 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$174 $167 
Operating cash flows from finance leases
Financing cash flows from finance leases
ROU assets obtained in exchange for lease liabilities:
Operating leases$275 $226 
Finance leases63 
Supplemental balance sheet information related to operating and finance leases as of the period presented was as follows (table in millions):
January 29, 2021
Operating LeasesFinance Leases
ROU assets, non-current(1)
$997 $53 
Lease liabilities, current(2)
$109 $
Lease liabilities, non-current(3)
891 50 
Total lease liabilities$1,000 $55 
January 31, 2020
Operating LeasesFinance Leases
ROU assets, non-current(1)
$886 $58 
Lease liabilities, current(2)
$109 $
Lease liabilities, non-current(3)
746 55 
Total lease liabilities$855 $59 
(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 consolidated balance sheets.
(2) Current lease liabilities are included primarily in accrued expenses and other on the consolidated balance sheets. An immaterial amount is presented in due from related parties, net on the consolidated balance sheets.
(3) Non-current operating lease liabilities are presented as operating lease liabilities on the consolidated balance sheets. Non-current finance lease liabilities are included in other liabilities on the consolidated balance sheets.
Lease term and discount rate related to operating and finance leases as of the period presented were as follows:
January 29,January 31,
20212020
Weighted-average remaining lease term (in years)
Operating leases12.613.3
Finance leases8.39.2
Weighted-average discount rate
Operating leases3.5 %3.8 %
Finance leases2.9 %3.1 %
The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):
January 29, 2021
Operating LeasesFinance Leases
2022$141 $
2023166 
2024135 
2025105 
202688 
Thereafter651 27 
Total future minimum lease payments1,286 61 
Less: Imputed interest(286)(6)
Total lease liabilities(1)
$1,000 $55 
(1) Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.
The amount of the future operating lease commitments after fiscal 2026 is primarily for the ground leases on VMware’s Palo Alto, California headquarter facilities, which expire in fiscal 2047. As several of VMware’s operating leases are payable in foreign currencies, the operating lease payments may fluctuate in response to changes in the exchange rate between the U.S. dollar and the foreign currencies in which the commitments are payable.
XML 42 R24.htm IDEA: XBRL DOCUMENT v3.21.1
Accrued Expenses and Other
12 Months Ended
Jan. 29, 2021
Payables and Accruals [Abstract]  
Accrued Expenses and Other Accrued Expenses and Other
Accrued expenses and other as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Accrued employee related expenses$1,266 $845 
Accrued partner liabilities218 181 
Customer deposits294 247 
Other(1)
604 878 
Total$2,382 $2,151 
(1) Other primarily consists of litigation accrual, leases accrual, income tax payable and indirect tax accrual.
Accrued partner liabilities primarily relate to rebates and marketing development fund accruals for channel partners, system vendors and systems integrators. Accrued partner liabilities also include accruals for professional service arrangements for which VMware intends to leverage channel partners to directly fulfill the obligation to its customers.
As of January 31, 2020, other included $237 million litigation accrual related to Cirba patent and trademark infringement lawsuit and $155 million accrual for amounts owed to dissenting shareholders in connection with the Pivotal acquisition. Refer to Note E and Note B, respectively, for more information.
XML 43 R25.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes
12 Months Ended
Jan. 29, 2021
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The domestic and foreign components of income before income tax for the periods presented were as follows (table in millions):
 For the Year Ended
January 29,January 31,February 1,
 202120202019
Domestic$932 $895 $680 
Foreign1,450 543 1,149 
Total income before income tax$2,382 $1,438 $1,829 
VMware’s income tax provision (benefit) for the periods presented consisted of the following (table in millions):
 For the Year Ended
January 29,January 31,February 1,
 202120202019
Federal:
Current$157 $78 $181 
Deferred(19)(219)(92)
138 (141)89 
State:
Current73 45 31 
Deferred(14)(44)(10)
59 21 
Foreign:
Current246 240 137 
Deferred(119)(5,018)(8)
127 (4,778)129 
Total income tax provision (benefit)$324 $(4,918)$239 
Provision for income taxes increased during the year ended January 29, 2021, primarily driven by a decrease in discrete tax benefits related to intra-group transfers of certain of the Company’s intellectual property rights. The increase was also driven by a decrease in excess tax benefits recognized, which were $41 million during the year ended January 29, 2021 compared to $182 million during the year ended January 31, 2020.
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 transaction changed 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%. A discrete tax benefit of $4.9 billion was recognized with 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 an Irish subsidiary and was based on the intellectual property’s current fair value.
A reconciliation of VMware’s effective tax rate to the statutory federal tax rate for the periods presented is as follows:
For the Year Ended
January 29,January 31,February 1,
202120202019
Statutory federal tax rate21 %21 %21 %
State taxes, net of federal benefit%— %%
Tax rate differential for non-U.S. jurisdictions(8)%(3)%(6)%
U.S. tax credits(10)%(17)%(11)%
Excess tax benefits from stock-based compensation
(1)%(11)%(6)%
Discrete tax benefit due to IP Transfer(1)
(2)%(343)%— %
Permanent items12 %%14 %
Effective tax rate14 %(344)%13 %
(1) A discrete tax benefit of $59 million was recognized with a deferred tax asset during the year ended January 29, 2021. This deferred tax asset was recognized as a result of intra-group transfer of Pivotal’s IP rights to an Irish subsidiary. A discrete tax benefit of $4.9 billion was recognized with a deferred tax asset during the year ended January 31, 2020. This deferred tax asset was recognized as a result of the book and tax basis difference on the IP transferred to an Irish subsidiary.
Deferred tax assets and liabilities are recognized for future tax consequences resulting from differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to be reversed. Significant deferred tax assets and liabilities as of the periods presented consisted of the following (table in millions):
 January 29,January 31,
20212020
Deferred tax assets:
Accruals and other$238 $169 
Lease liabilities167 152 
Unearned revenue501 390 
Stock-based compensation86 88 
Tax credit and net operating loss carryforwards553 583 
Other assets, net54 51 
Intangible and other non-current assets4,900 4,804 
Gross deferred tax assets6,499 6,237 
Valuation allowance(366)(332)
Total deferred tax assets6,133 5,905 
Deferred tax liabilities:
Deferred commissions(158)(133)
ROU Assets(145)(131)
Property, plant and equipment, net(109)(101)
Total deferred tax liabilities(412)(365)
Net deferred tax assets$5,721 $5,540 
Net deferred tax assets were comprised of deferred tax assets of $5.8 billion and $5.6 billion as of January 29, 2021 and January 31, 2020, respectively, partially offset by deferred tax liabilities of $60 million and $16 million as of January 29, 2021 and January 31, 2020, respectively. Deferred tax liabilities were included in other liabilities on the consolidated balance sheets for the periods presented.
The increase in net deferred tax assets from January 31, 2020 to January 29, 2021 was primarily driven by the increase in unearned revenue, as well as the $59 million deferred tax asset recognized as a result of the intra-group transfer of Pivotal’s intellectual property rights to VMware’s Irish subsidiary. The increase in net deferred tax liabilities from January 31, 2020 to
January 29, 2021 was primarily driven by the book and tax basis difference on one of VMware’s investments in equity securities that completed its initial public offering during the third quarter of fiscal 2021 of $52 million.
VMware had federal, state and foreign net operating loss carryforwards of $655 million, $714 million and $191 million, as of January 29, 2021, respectively. VMware had federal, state and foreign net operating loss carryforwards of $971 million, $940 million and $199 million as of January 31, 2020, respectively. The federal and state net operating loss carryforwards will start to expire in fiscal 2024 and fiscal 2022, respectively, if not utilized. These net operating losses have various carryforward periods, including certain portions that can be carried forward indefinitely. The majority of the Company’s foreign net operating loss carryforwards can be carried forward indefinitely.
VMware had federal research and development (“R&D”) tax credit carryforwards of $46 million and $34 million as of January 29, 2021 and January 31, 2020, respectively. The federal R&D tax credit will start to expire in fiscal 2026, if not utilized. VMware also had California and other state R&D credit carryforwards for income tax purposes of $323 million and $287 million as of January 29, 2021 and January 31, 2020, respectively. The California R&D tax credit carryforwards can be carried forward indefinitely and the other state R&D tax credit carryforwards will start to expire in fiscal 2022, if not utilized. In addition, the amount of foreign tax credit carryforwards held as of January 29, 2021 and January 31, 2020 was not significant. VMware also had non-U.S. capital loss carryforwards of approximately $22 million for both periods as of January 29, 2021 and January 31, 2020, which can be carried forward indefinitely.
VMware determined that the realization of deferred tax assets relating to portions of the state net operating loss carryforwards, state R&D tax credits and foreign capital loss carryforwards did not meet the more-likely-than-not threshold. Accordingly, a valuation allowance of $366 million and $332 million was recorded as of January 29, 2021 and January 31, 2020, respectively. If, in the future, new evidence supports the realization of the deferred tax assets related to these items, the valuation allowance will be reversed and a tax benefit will be recorded accordingly.
VMware believes it is more-likely-than-not that the net deferred tax assets as of January 29, 2021 and January 31, 2020, will be realized in the foreseeable future as VMware believes that it will generate sufficient taxable income in future years. VMware's ability to generate sufficient taxable income in future years in appropriate tax jurisdictions will determine the amount of net deferred tax asset balances to be realized in future periods. During the year ended January 29, 2021, the total change in the valuation allowance was $34 million, which was primarily due to California R&D credits generated in the current year, partially offset by the California R&D credits usage.
For the periods presented, VMware’s rate of taxation in non-U.S. jurisdictions was lower than the U.S. tax rate. VMware’s non-U.S. earnings are primarily earned by its subsidiary organized in Ireland, where the statutory rate is 12.5%. Prior to the year ended February 2, 2018, the Company did not recognize a deferred tax liability related to undistributed foreign earnings of its subsidiaries because such earnings were considered to be indefinitely reinvested in its foreign operations, or were remitted substantially free of U.S. tax. Under the 2017 Tax Act, all foreign earnings are subject to U.S. taxation. As a result, the Company repatriated, and expects to continue to repatriate, a substantial portion of its foreign earnings over time, to the extent that the foreign earnings are not restricted by local laws or result in significant incremental costs associated with repatriating the foreign earnings. As of January 29, 2021, the amount of deferred tax liability related to the potential repatriation of foreign earnings was not material. Further developments in non-U.S. tax jurisdictions and unfavorable changes in non-U.S. tax laws and regulations, such as foreign tax laws enacted in response to the 2017 Tax Act, could result in adverse changes to global taxation and materially affect VMware’s financial position, results of operations, or annual effective tax rate.
Tax Sharing Agreement with Dell
On December 30, 2019, VMware entered into an amended 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 limit VMware’s maximum annual tax liability to Dell to the amount VMware would owe on a separate tax return basis.
Although VMware’s results are included in the Dell consolidated return for U.S. federal income tax purposes, VMware’s income tax provision is calculated primarily as though VMware were a separate taxpayer. However, under certain circumstances, transactions between VMware and Dell are assessed using consolidated tax return rules.
VMware has made payments to Dell pursuant to the tax sharing agreement. The following table summarizes the payments made during the periods presented (table in millions):
For the Year Ended
January 29,January 31,February 1,
202120202019
Payments from VMware to Dell, net$307 $159 $243 
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 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 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 was recorded as a decrease in additional paid-in capital of $46 million during the year ended January 29, 2021. 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 was recorded as an increase in additional paid-in capital of $85 million during the year ended January 31, 2020, 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 year ended February 1, 2019 was not significant.
As a result of the activity under the tax sharing agreement with Dell, amounts due to Dell was $451 million and $529 million as of January 29, 2021 and January 31, 2020, respectively, primarily related to VMware’s estimated tax obligation resulting from the Transition Tax. The 2017 Tax Act included a deferral election for an eight-year installment payment method on 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
During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal. Pivotal will continue 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 IPO in April 2018. Pivotal continues to be included on Dell’s unitary state tax returns. Pursuant to a tax sharing agreement, Pivotal historically received payments from Dell for tax benefits that Dell realized due to Pivotal’s inclusion on such returns. Payments received from Dell were recognized as a component of additional paid-in capital. During the years ended January 31, 2020 and February 1, 2019, $25 million and $15 million, respectively, was recognized in additional paid-in capital related to Pivotal’s tax sharing agreement with Dell.
In April 2019, Pivotal and Dell amended their tax sharing agreement with regard to the treatment of certain 2017 Tax Act implications not explicitly covered by the original terms of the tax sharing agreement. The amendment resulted in a one-time payment of $27 million by Dell to Pivotal in August 2019.
During the year ended February 1, 2019, payment received from Dell pursuant to the tax sharing agreement was $44 million.
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties associated with unrecognized tax benefits, for the periods presented is as follows (table in millions):
For the Year Ended
 January 29,January 31,February 1,
 202120202019
Balance, beginning of the year$479 $385 $305 
Tax positions related to current year:
Additions65 116 57 
Tax positions related to prior years:
Additions12 98 44 
Reductions(25)(7)(1)
Settlements(14)(28)(4)
Reductions resulting from a lapse of the statute of limitations(14)(83)(8)
Foreign currency effects(2)(8)
Balance, end of the year$508 $479 $385 
Of the net unrecognized tax benefits, including interest and penalties, $352 million and $323 million were included in income tax payable on the consolidated balance sheets as of January 29, 2021 and January 31, 2020, respectively. Approximately $341 million and $313 million, respectively, would, if recognized, benefit VMware's annual effective income tax rate. VMware includes interest expense and penalties related to income tax matters in the income tax provision. VMware had accrued $48 million of interest and penalties associated with unrecognized tax benefits for both periods as of January 29, 2021 and January 31, 2020. Interest and penalties associated with uncertain tax positions included in income tax expense (benefit) were not significant during the years ended January 29, 2021 and January 31, 2020 and were $15 million during the year ended February 1, 2019.
The Dell-owned EMC consolidated group is routinely under audit by the IRS. All U.S. federal income tax matters have been concluded for years through fiscal 2016 while VMware was part of the Dell-owned EMC consolidated group. The IRS has started its examination of fiscal years 2015 through 2019 for the Dell consolidated group, which VMware was part of beginning fiscal 2017. In addition, VMware is under corporate income tax audits in various states and non-U.S. jurisdictions. Consistent with the Company’s historical practices under the tax sharing agreement with EMC, when VMware becomes subject to federal tax audits as a member of Dell’s consolidated group, the tax sharing agreement provides that Dell has authority to control the audit and represent Dell’s and VMware’s interests to the IRS.
Open tax years subject to examinations for larger non-U.S. jurisdictions vary beginning in 2008. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. When considering the outcomes and the timing of tax examinations, the expiration of statutes of limitations for specific jurisdictions, or the timing and result of ruling requests from taxing authorities, it is reasonably possible that total unrecognized tax benefits could be potentially reduced by approximately $14 million within the next 12 months.
XML 44 R26.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity
12 Months Ended
Jan. 29, 2021
Stockholders' Equity Note [Abstract]  
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 29, 2021, 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 29, 2021, 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 12.1 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 29, 2021, there was an aggregate of 17.9 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 may 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 29, 2021, January 31, 2020 and February 1, 2019 (amounts in table in millions):
Announcement DateAmount AuthorizedExpiration DateStatus
July 15, 2020$1,000January 28, 2022Open
May 29, 20191,500
January 28, 2022(1)
Open
August 14, 20171,000August 31, 2019Completed in fiscal 2020
(1) During July 2020, VMware’s board of directors extended authorization of the existing stock repurchase program through January 28, 2022.
In the aggregate, $1.1 billion remained available for repurchase as of January 29, 2021.
The following table summarizes stock repurchase activity during the periods presented (aggregate purchase price in millions, shares in thousands):
For the Year Ended
January 29,January 31,February 1,
202120202019
Aggregate purchase price(1)
$945 $1,334 $42 
Class A common stock repurchased6,944 7,664 286 
Weighted-average price per share$136.13 $174.02 $148.07 
(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 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 granted to certain VMware executives and employees. PSU awards have 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 since February 2, 2018 (units in thousands):
VMware RSUsPivotal RSUs
Number of UnitsWeighted-Average Grant Date Fair Value
(per unit)
Number of UnitsWeighted-Average Grant Date Fair Value
(per unit)
Outstanding, February 2, 201817,360 $78.62 — $— 
Granted6,663 146.61 9,854 15.78 
Special Dividend adjustment3,236 n/an/an/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, 202017,474 128.38 — — 
Granted11,201 149.63 n/an/a
Vested(8,296)114.59 n/an/a
Forfeited(2,588)137.55 n/an/a
Outstanding, January 29, 202117,790 147.46 n/an/a
(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 29, 2021, the 17.8 million units outstanding included 17.2 million of RSUs and 0.6 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 29, 2021 was as follows (units in thousands, aggregate intrinsic value in millions):
Number of UnitsWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value(1)
Expected to vest15,214 2.64$2,097 
(1) The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, which would have been received by the RSU holders had the RSUs been issued as of January 29, 2021.
The aggregate vesting date fair value of VMware’s restricted stock that vested during the years ended January 29, 2021, January 31, 2020 and February 1, 2019, was $1.1 billion, $1.4 billion and $1.1 billion respectively. As of January 29, 2021, restricted stock representing 17.8 million shares of VMware’s Class A common stock were outstanding, with an aggregate intrinsic value of $2.5 billion based on VMware’s closing stock price as of January 29, 2021.
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 year ended February 1, 2019.
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 29, 2021, the number of authorized
shares under the ESPP was 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 participant is granted a new twelve-month option. As of January 29, 2021, 12.3 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 29,January 31,February 1,
 202120202019
Cash proceeds$207 $172 $161 
Class A common stock purchased2,025 1,489 1,895 
Weighted-average price per share$102.44 $115.51 $84.95 
As of January 29, 2021, $107 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 28, 2021.
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 2, 2018 (shares in thousands):
VMware Stock OptionsPivotal Stock Options
Number of SharesWeighted-Average Exercise Price
(per share)
Number of SharesWeighted-Average Exercise Price
(per share)
Outstanding, February 2, 20181,647 $54.63 54,388 $7.82 
Granted574 16.07 2,832 14.03 
Special Dividend adjustment348 n/an/an/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, 20202,615 56.58 — — 
Granted31 43.20 n/an/a
Forfeited(156)70.75 n/an/a
Exercised(1,247)52.34 n/an/a
Outstanding, January 29, 20211,243 58.68 n/an/a
(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 29, 2021 had an aggregate intrinsic value of $98 million based on VMware’s closing stock price as of January 29, 2021.
Options outstanding that are exercisable and that have vested and are expected to vest as of January 29, 2021 were as follows (outstanding options in thousands, aggregate intrinsic value in in millions):
VMware Stock Options
Outstanding OptionsWeighted- Average Exercise PriceWeighted- Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value(1)
Exercisable769 $54.72 5.12$64 
Vested and expected to vest1,228 58.26 5.8998 

(1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, 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 29, 2021, January 31, 2020 and February 1, 2019 was $92 million, $64 million and $35 million, respectively. Total fair value of Pivotal stock options that vested during the years ended January 31, 2020 and February 1, 2019 was $27 million and $41 million, respectively.
The VMware stock options exercised during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 had a pre-tax intrinsic value of $111 million, $103 million and $56 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. 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 29, 2021, January 31, 2020 and February 1, 2019, VMware repurchased 3.0 million, 3.0 million and 2.6 million, respectively, of Class A common stock, for $413 million, $521 million and $373 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 benefit on the consolidated statements of income. Net excess tax benefits recognized during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 were $41 million, $182 million and $116 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 29,January 31,February 1,
202120202019
Cost of license revenue$$$
Cost of subscription and SaaS revenue19 13 
Cost of services revenue99 83 58 
Research and development524 459 391 
Sales and marketing322 293 226 
General and administrative157 168 117 
Stock-based compensation1,122 1,017 800 
Income tax benefit(231)(347)(253)
Total stock-based compensation, net of tax$891 $670 $547 
As of January 29, 2021, the total unrecognized compensation cost for stock options and restricted stock was $1.9 billion and will be recognized through fiscal 2025 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 29,January 31,February 1,
VMware Stock Options202120202019
Dividend yieldNoneNoneNone
Expected volatility38.8 %34.0 %31.9 %
Risk-free interest rate0.4 %1.5 %2.9 %
Expected term (in years)2.62.73.2
Weighted-average fair value at grant date$102.55 $98.00 $143.01 
Pivotal Stock Options
Dividend yieldn/an/aNone
Expected volatilityn/an/a33.4 %
Risk-free interest raten/an/a2.8 %
Expected term (in years)n/an/a6.08
Weighted-average fair value at grant daten/an/a$5.23 
VMware Employee Stock Purchase Plan
Dividend yieldNoneNoneNone
Expected volatility36.1 %27.4 %33.5 %
Risk-free interest rate1.0 %1.7 %2.0 %
Expected term (in years)0.70.60.8
Weighted-average fair value at grant date$33.60 $35.66 $34.72 
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 volatility 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
Forward Contracts
Foreign Currency Translation AdjustmentsTotal
Balance, February 1, 2019$$(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 (losses), net of tax provision (benefit) of $—, $— and $—
(1)— (1)
Other comprehensive income (loss), net(1)— (1)
Balance, January 29, 2021$(1)$(4)$(5)
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 the 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.
XML 45 R27.htm IDEA: XBRL DOCUMENT v3.21.1
Segment Information
12 Months Ended
Jan. 29, 2021
Segment Reporting [Abstract]  
Segment Information Segment InformationVMware operates in one reportable operating segment; thus, all required financial segment information is included in the 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 order to allocate resources and assess performance. VMware’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.
Revenue by type during the periods presented was as follows (table in millions):
For the Year Ended
January 29,January 31,February 1,
 202120202019
Revenue:
License$3,033 $3,181 $3,042 
Subscription and SaaS2,587 1,877 1,303 
Total license and subscription and SaaS5,620 5,058 4,345 
Services:
Software maintenance5,105 4,754 4,351 
Professional services1,042 999 917 
Total services6,147 5,753 5,268 
Total revenue$11,767 $10,811 $9,613 
Revenue by geographic area during the periods presented was as follows (table in millions):
For the Year Ended
January 29,January 31,February 1,
 202120202019
United States$5,878 $5,405 $4,696 
International5,889 5,406 4,917 
Total$11,767 $10,811 $9,613 
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 each of the years ended January 29, 2021, January 31, 2020 and February 1, 2019.
Long-lived assets by geographic area, which primarily include property and equipment, net, as of the periods presented were as follows (table in millions):
January 29,January 31,
20212020
United States$864 $860 
International241 209 
Total$1,105 $1,069 
As of January 29, 2021, the U.S. and India accounted for 80% and 10% of these assets, respectively. No individual country other than the U.S. accounted for 10% or more of these assets as of January 31, 2020.
VMware’s product and service solutions are helping customers in the following areas:
Multi-Cloud
Virtual Cloud Network
Digital Workspace
Application Modernization
Intrinsic Security
VMware develops and markets product and service offerings within each of these areas. Additionally, synergies are leveraged across these areas. VMware’s products and services from each area may also be bundled as part of an enterprise agreement arrangement or packaged together and sold as a solution. Accordingly, it is not practicable to determine revenue by each of the areas described above.
XML 46 R28.htm IDEA: XBRL DOCUMENT v3.21.1
Schedule II - Valuation and Qualifying Accounts
12 Months Ended
Jan. 29, 2021
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II - Valuation and Qualifying Accounts
VMWARE, INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Tax Valuation AllowanceBalance at Beginning of PeriodTax Valuation Allowance Charged to Income Tax ProvisionTax Valuation Allowance Credited to Other AccountsTax Valuation Allowance Credited to Income Tax ProvisionBalance at End of Period
Year ended January 29, 2021 income tax valuation allowance$332 $58 $(1)$(23)$366 
Year ended January 31, 2020 income tax valuation allowance283 89 — (40)332 
Year ended February 1, 2019 income tax valuation allowance310 65 (32)(60)283 
XML 47 R29.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Policies)
12 Months Ended
Jan. 29, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Retrospective Combination of Historical Financial Statements and Basis of Presentation
Retrospective Combination of Historical Financial Statements
In December 2019, VMware completed the acquisition of Pivotal, which was, at the time, a subsidiary of VMware’s parent company, Dell Technologies Inc. (“Dell”). The purchase of the controlling interest in Pivotal from Dell was accounted for as a transaction between entities under common control in accordance with Accounting Standards Codification 805-50, Business Combination - Related Issues, which requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. The consolidated financial statements of VMware and notes thereto are presented on a combined basis, as both VMware and Pivotal were under common control for all periods presented. Refer to Note B for more information on VMware’s acquisition of Pivotal.
Basis of Presentation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for annual financial reporting.
Effective September 7, 2016, Dell (formerly Denali Holding Inc.) acquired EMC Corporation (“EMC”), VMware’s parent company, including EMC’s majority control of VMware. As of January 29, 2021, Dell controlled 80.6% of VMware’s outstanding common stock and 97.4% 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.
Management believes the assumptions underlying the 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 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
Principles of Consolidation
The consolidated financial statements include the accounts of VMware and subsidiaries in which VMware has a controlling financial interest. The portion of results of operations attributable to the non-controlling interests for Pivotal prior to the acquisition was included in net loss attributable to non-controlling interests on the consolidated statements of income for the periods presented. As part of the acquisition of Pivotal, VMware acquired the non-controlling interests in Pivotal from the holders of Pivotal Class A common stock and has held 100% of the controlling financial interest in Pivotal since December 2019. The cumulative portion of the results of operations and changes in the net assets of Pivotal attributable to the non-controlling interests through the acquisition date were reclassified to additional paid-in capital on the consolidated balance sheet as of January 31, 2020.
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 consolidated statements of cash flows based upon the nature of the underlying transaction.
Use of Accounting Estimates
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.
As the impact of the COVID-19 pandemic continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, VMware’s future financial statements could be affected.
Revenue Recognition and Deferred Commissions
Revenue Recognition
VMware derives revenue primarily from licensing software under perpetual licenses or consumption-based contracts and related software maintenance and support, subscriptions, hosted services, training and consulting services. VMware accounts for a contract with a customer if all criteria defined by ASC 606, Revenue from Contracts with Customers are met, including that collectibility of consideration is probable. At inception of a contract with a customer, the Company evaluates whether the promised products and services represent distinct performance obligations within the context of the contract. Performance obligations that are both capable of being distinct on their own and distinct within the context of the contract are recognized on their own as distinct performance obligations. Performance obligations under which both of these two criteria are not met are recognized as a combined, single performance obligation. Determining whether the Company’s licenses, subscriptions and services are considered distinct performance obligations that should be accounted for separately or together often involves assumptions and significant judgments that can have a significant impact on the timing and amount of revenue recognized.
Revenue is recognized upon transfer of control of licenses, subscriptions or services to the customer in an amount that reflects the consideration VMware expects to receive in exchange for those licenses, services or subscriptions. Control of a promised license, subscription or service may be transferred to a customer either at a point in time or over time, which affects the timing of revenue recognition. VMware’s contracts with customers may include a combination of licenses, subscriptions and services that are accounted for as distinct performance obligations. Licenses that represent distinct performance obligations are recognized at a point in time when the software license keys have been made available to the customer. Licenses sold as part of the Company’s subscriptions that do not represent distinct performance obligations are recognized over time along with the associated services that form a combined performance obligation with the software. Management assesses relevant contractual terms in contracts with customers and applies significant judgment in identifying and accounting for all terms and conditions in certain contracts. Certain contracts include third-party offerings and revenue that may be recognized net of the third-party costs, based upon an assessment as to whether VMware had control of the underlying third-party offering. Revenue is recognized net of any taxes invoiced to customers, which are subsequently remitted to governmental authorities.
From time to time, VMware may enter into revenue and purchase contracts with the same customer within a short period of time. VMware evaluates the underlying economics and fair value of the consideration payable to the customer to determine if any portion of the consideration payable to the customer exceeds the fair value of the goods and services received and should be accounted for as a reduction of the transaction price of the revenue contract.
License Revenue
VMware generally sells its license software through distributors, resellers, system vendors, systems integrators and its direct sales force. Performance obligations related to license revenue, including the license portion of term licenses, represent functional intellectual property under which a customer has the legal right to the on-premises license. The license provides significant standalone functionality and is a separate performance obligation from the maintenance and support and professional services sold by VMware. On-premises license revenue is recognized at a point in time, upon delivery and transfer of control of the underlying license to the customer.
License revenue from on-premises license software sold to original equipment manufacturers (“OEMs”) is recognized when the sale to the end user occurs. Revenue is recognized upon reporting by the OEMs of their sales, and for the period where information of the underlying sales has not been made available, revenue is recognized based upon estimated sales.
Subscription and SaaS Revenue
VMware’s subscription and SaaS revenue consists of hosted services, license usage fees from the Company’s VCPP, and perpetual or subscription license sales of its software platform with open source licenses or offerings under which licenses and services are accounted for as combined performance obligations.
VMware’s hosted services consist of certain software offerings sold as a service-based technology without the customer’s ability to take possession of the software over the subscription term. Hosted services are recognized as SaaS revenue over time as customers consume the services or ratably over the term of the subscription, commencing upon provisioning of the service.
VCPP partners license on-premises software from VMware on a monthly basis under a usage-based model. Generally, contracts with VCPP partners include cancellation rights. Revenue recognition is based on fees associated with reported license consumption by the VCPP partners and includes estimates for the period when consumption information has not been made available.
Subscription license sales of the Company’s software platform offering provides customers with a term-based license to its platform, which includes, among other items, open-source software, support, enhancements, upgrades and compatibility to certified systems, all of which are offered on an if-and-when available basis. Subscription revenue is recognized ratably over the contract term beginning on the date that the Company’s platform is made available to the customer.
Subscription sales also include offerings sold on a perpetual and term basis where licenses provide customers with access to and the right to utilize the threat intelligence capabilities and ongoing support. VMware considers the software license and access to critical threat intelligence capabilities to be a single performance obligation. Subscription revenue is recognized ratably over the contract term beginning on the date the software is delivered to the customer.
Subscription licenses sold on a term-basis are generally over a one- or three-year duration and invoiced to the customers either upfront, annually, quarterly or monthly.
Services Revenue
VMware’s services revenue generally consists of software maintenance and support and professional services. Software maintenance and support offerings entitle customers to receive major and minor product upgrades, on a when-and-if-available basis, and technical support. Maintenance and support services are comprised of multiple performance obligations including updates, upgrades to licenses and technical support. While separate performance obligations are identified within maintenance and support services, the underlying performance obligations generally have a consistent continuous pattern of transfer to a customer during the term of a contract. Maintenance and support services revenue is recognized ratably over the contract duration.
Professional services include design, implementation, training and consulting services. Professional services performed by VMware represent distinct performance obligations as they do not modify or customize licenses sold. These services are not highly interdependent or highly interrelated to licenses sold such that a customer would not be able to use the licenses without the professional services. Revenue from fixed fee professional services engagements is recognized based on progress made toward the total project effort, which can be reasonably estimated. As a practical expedient, VMware recognizes revenue from professional services engagements invoiced on a time and materials basis as the hours are incurred based on VMware’s right to invoice amounts for performance completed to date.
Contracts with Multiple Performance Obligations
VMware enters into revenue contracts with multiple performance obligations in which a customer may purchase combinations of licenses, maintenance and support, subscriptions, hosted services, training, consulting services, and rights to future products and services. For contracts with multiple performance obligations, VMware allocates total transaction value to the identified underlying performance obligations based on relative standalone selling price (“SSP”). VMware typically estimates SSP of services based on observable transactions when the services are sold on a standalone basis and those prices fall within a reasonable range. VMware utilizes the residual approach to estimate SSP for products or services sold to customers due to highly variable pricing.
Rebates and Marketing Development Funds
Rebates, which are offered to certain channel partners and represent a form of variable consideration, are accounted for as a reduction to the transaction price on eligible contracts.
Rebates are determined based on eligible sales during the quarter or based on actual achievement to quarterly target sales. The reduction of the aggregate transaction price against eligible contracts is allocated to the applicable performance obligations. The difference between the estimated rebates recognized and the actual amounts paid has not been material to date.
Certain channel partners are also reimbursed for direct costs related to marketing or other services that are defined under the terms of the marketing development programs. Estimated reimbursements for marketing development funds are accounted for as consideration payable to a customer, reducing the transaction price of the underlying contracts. The most likely amount method is used to estimate the marketing fund reimbursements at the end of the quarter and the reduction of transaction price is allocated to the applicable performance obligations. The difference between the estimated reimbursement and the actual amount paid to channel partners has not been material to date.
Returns Reserves
With limited exceptions, VMware’s return policy does not allow product returns for a refund. VMware estimates and records reserves for product returns at the time of sale based on historical return rates. Amounts are recorded as a reduction of revenue or unearned revenue. Returns reserves were not material for all periods presented.
Deferred Commissions
Sales commissions, including the employer portion of payroll taxes, earned by VMware’s sales force are considered incremental and recoverable costs of obtaining a contract, and are deferred and generally amortized on a straight-line basis over the expected period of benefit. The expected period of benefit is generally determined using the contract term or underlying technology life, if renewals are expected and the renewal commissions are not commensurate with the initial commissions. Sales commissions related to software maintenance and support renewals are deferred and amortized on a straight-line basis over the contractual renewal period.
Foreign Currency Remeasurement and Translation Foreign Currency Remeasurement and TranslationThe United States (“U.S.”) dollar is the functional currency of VMware’s foreign subsidiaries as of January 29, 2021. As of January 31, 2020, the U.S. dollar was the functional currency for the majority of VMware’s foreign subsidiaries, except for certain Pivotal foreign subsidiaries, many of which were wound down during fiscal 2021. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. VMware records net gains and losses resulting from foreign exchange transactions as a component of foreign currency exchange gains and losses in other income (expense), net on the consolidated statements of income. These gains and losses are net of those recognized on foreign currency forward contracts (“forward contracts”) not designated as hedges that VMware enters into to partially mitigate its exposure to foreign currency fluctuations. VMware records foreign currency translation adjustments in other comprehensive income (loss)
Cash and Cash Equivalents, Short-Term Investments, and Restricted Cash
Cash and Cash Equivalents, Short-Term Investments, and Restricted Cash
From time to time, VMware invests primarily in money market funds, highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. All highly liquid investments with maturities of 90 days or less from date of purchase are classified as cash equivalents and all highly liquid investments with maturities of greater than 90 days from date of purchase as short-term investments. Short-term investments are classified as available-for-sale securities. VMware may sell these securities at any time for use in current operations or for other purposes, such as consideration for acquisitions and strategic investments.
When invested, fixed income investments are reported at market value and unrealized gains and losses on these investments, net of tax, are included in accumulated other comprehensive loss, a component of stockholders’ equity. Realized gains or losses are included on the consolidated statements of income. Gains and losses on the sale of fixed income securities issued by the same issuer and of the same type are determined using the first-in first-out method. When a determination has been made that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is realized and is included on the consolidated statements of income.
Cash balances that are restricted pursuant to the terms of various agreements are classified as restricted cash and included in other current assets and other assets in the accompanying consolidated balance sheets.
Investments in Equity Securities
Investments in Equity Securities
VMware holds equity securities in publicly and privately held companies. VMware elected to measure securities in privately held companies at cost less impairment, if any, adjusted for observable price changes in orderly transactions for the identical or a similar security of the same issuer. VMware’s securities in publicly held companies are measured at fair value
using quoted prices for identical assets in an active market. All gains and losses on these securities, whether realized or unrealized, are recognized in other income (expense), net on the consolidated statements of income.
Allowance for Credit Losses
Allowance for Credit Losses
VMware maintains an allowance for credit losses for estimated losses on uncollectible accounts receivable. VMware determines the allowance based on various factors such as historical experience, the age of the receivable and current economic conditions that may affect customers’ ability to pay. The allowance for credit losses was not significant for all periods presented.
Property and Equipment, Net
Property and Equipment, Net
Property and equipment, net is recorded at cost. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful life of the assets, as follows:
BuildingsTerm of underlying land lease
Land improvements15 years
Furniture and fixtures7 years
Equipment
3 to 6 years
Software
3 to 8 years
Leasehold improvements
20 years, not to exceed the shorter of the estimated useful life or remaining lease term
Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized on the consolidated statements of income. Repair and maintenance costs that do not extend the economic life of the underlying assets are expensed as incurred.
Capitalized Software Development Costs
Capitalized Software Development Costs
Costs associated with internal-use software, including those used to provide hosted services, during the application development stage are capitalized. Capitalization of costs begins when the preliminary project stage is completed, management has committed to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization ceases at the point when the project is substantially complete and is ready for its intended purpose. The capitalized amounts are included in property and equipment, net on the consolidated balance sheets.
Development costs of software to be sold, leased, or otherwise marketed are subject to capitalization beginning when technological feasibility for the product has been established and ending when the product is available for general release. During the years presented, software development costs incurred for products during the time period between reaching technological feasibility and general release were not material and accordingly were expensed as incurred.
Business Combinations
Business Combinations
For business combinations, with the exception of acquisitions of entities under common control, VMware recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, which are measured based on the acquisition date fair value. Goodwill is measured as the excess of consideration transferred over the net amounts of the identifiable tangible and intangible assets acquired and the liabilities assumed at the acquisition date.
VMware uses significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed and the related useful lives of the acquired assets, when applicable, as of the acquisition date.
When those estimates are provisional, VMware refines them as necessary during the measurement period. The measurement period is the period after the acquisition date, not to exceed one year, in which VMware may gather and analyze the necessary information about facts and circumstances that existed as of the acquisition date to adjust the provisional amounts recognized. Measurement period adjustments are recorded during the period in which the adjustment amount is determined. All other adjustments are recorded to the consolidated statements of income.
Acquisitions of entities under common control requires retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. Assets and liabilities transferred are recorded at their historical carrying amounts on the date of the transfer. The difference between purchase consideration and historical value of the net assets on the date of the transfer are recognized in total stockholders’ equity on the consolidated balance sheets.
Costs to effect an acquisition are recorded in general and administrative expenses on the consolidated statements of income as the expenses are incurred. Gains recognized for the remeasurement of ownership interest to fair value upon completion of a step acquisition are recorded in other income (expense), net on the consolidated statements of income.
Purchased Intangible Assets and Goodwill
Purchased Intangible Assets and Goodwill
Goodwill is evaluated for impairment during the third quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. VMware elected to perform a quantitative assessment of goodwill with respect to its one reporting unit. In doing so, VMware compared the enterprise fair value to the carrying amount of the reporting unit, including goodwill. VMware concluded that, to date, there have been no impairments of goodwill.
Purchased intangible assets with finite lives are generally amortized over their estimated useful lives using the straight-line method. VMware reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
Derivative instruments are measured at fair value and reported as current assets and current liabilities on the consolidated balance sheets, as applicable.
To manage VMware’s exposure to foreign currency fluctuations, VMware enters into forward contracts to hedge a portion of VMware’s net outstanding monetary asset or liability positions. These forward contracts are generally entered into on a monthly basis, with a typical contractual term of one month. These forward contracts are not designated as hedging instruments under applicable accounting guidance and therefore are adjusted to fair value through other income (expense), net on the consolidated statements of income.
Additionally, VMware enters into forward contracts, which it designates as cash flow hedges to manage the volatility of cash flows that relate to operating expenses denominated in certain foreign currencies. These forward contracts are entered into annually, have maturities of twelve months or less, and are adjusted to fair value through accumulated other comprehensive loss, net of tax, on the consolidated balance sheets. When the underlying expense transaction occurs, the gains or losses on the forward contract are subsequently reclassified from accumulated other comprehensive loss to the related operating expense line item on the consolidated statements of income.
The Company does not, and does not intend to, use derivative financial instruments for trading or speculative purposes.
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 and by monitoring credit ratings, credit spreads and other relevant public information about its counterparties. VMware does not, and does not intend to, use derivative instruments for trading or speculative purposes.
Employee Benefit Plans Employee Benefit PlansThe Company has a defined contribution program for U.S. employees that complies with Section 401(k) of the Internal Revenue Code. In addition, the Company offers defined contribution plans to employees in certain countries outside the U.S.
Advertising AdvertisingAdvertising costs are expensed as incurred.
Income Taxes
Income Taxes
Income taxes as presented herein are calculated on a separate tax return basis, although VMware is included in the consolidated tax return of Dell. However, under certain circumstances, transactions between VMware and Dell are assessed using consolidated tax return rules. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which the differences are expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
During the fourth quarter of fiscal 2020, VMware completed the acquisition of Pivotal. Pivotal will continue to file its separate tax return for U.S. federal income tax purposes as it has since left the Dell consolidated tax group at the time of Pivotal’s initial public offering (“IPO”) in April 2018.
The U.S. Tax Cuts and Jobs Act enacted on December 22, 2017 (the “2017 Tax Act”) introduced significant changes to U.S. income tax law. During December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which allowed for the recognition of provisional tax amounts during a measurement period not to extend beyond one year of the enactment date. Provisional taxes relating to the effect of the tax law changes, including the estimated transition tax and the remeasurement of U.S. deferred tax assets and liabilities, among others, were recognized during fiscal 2018. The Company completed its analysis of the impact of the 2017 Tax Act and recorded immaterial adjustments during the fourth quarter of fiscal 2019.
The Global Intangible Low-Taxed Income (“GILTI”) provisions of the 2017 Tax Act require VMware to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. GAAP allows the Company to choose between an accounting policy that treats the U.S. tax under GILTI provisions as either a current expense, as incurred, or as a component of the Company’s measurement of deferred taxes. VMware has elected to record impacts of GILTI as period costs and recognized the tax impacts associated with GILTI as a current expense on its consolidated statements of income beginning with the year ended February 1, 2019.
The difference between the income taxes payable or receivable that is calculated on a separate return basis and the amount paid to or received from Dell pursuant to VMware’s tax sharing agreement is presented as a component of additional paid-in capital, generally in the period in which the consolidated return is filed. Refer to Note P for further information.
Net Income Per Share
Net Income Per Share
Basic net income per share is calculated using the weighted-average number of shares of VMware’s common stock outstanding during the period. Diluted net income per share is calculated using the weighted-average number of common stock, including the dilutive effect of equity awards as determined under the treasury stock method. VMware has two classes of common stock, Classes A and B. For purposes of calculating net income per share, VMware uses the two-class method. As both classes share the same rights in dividends, basic and diluted net income per share are the same for both classes.
Concentrations of Risks
Concentrations of Risks
Financial instruments, which potentially subject VMware to concentrations of credit risk, consist principally of cash and cash equivalents, short-term investments and accounts receivable. Cash on deposit with banks may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand. VMware places cash and cash equivalents and short-term investments primarily in money market funds and fixed income securities and limits the amount of investment with any single issuer and any single financial institution. VMware held a diversified portfolio of money market funds and fixed income securities, which primarily consisted of various highly liquid debt instruments of the U.S. government and its agencies and U.S. and foreign corporate debt securities. VMware’s fixed income investment portfolio was denominated in U.S. dollars and consisted of securities with various maturities.
VMware manages counterparty risk through necessary diversification of the investment portfolio among various financial institutions and by entering into derivative contracts with financial institutions that are of high credit quality.
VMware provides credit to its customers, including distributors, OEMs, resellers, and end-user customers, in the normal course of business. To reduce credit risk, VMware performs periodic credit evaluations, which consider the customer’s payment history and financial stability.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation
VMware restricted stock, including performance stock unit (“PSU”) awards, are valued based on the Company’s stock price on the date of grant. For those awards expected to vest, which only contain a service vesting feature, compensation cost is recognized on a straight-line basis over the awards’ requisite service periods.
PSU awards will vest if certain VMware-designated performance targets, including in certain cases a time-based or market-based vesting component, are achieved. All PSU awards also include a time-based vesting component. If minimum performance thresholds are achieved, each PSU award will convert into VMware’s Class A common stock at a defined ratio
depending on the degree of achievement of the performance target designated by each individual award. If minimum performance thresholds are not achieved, then no shares will be issued. Based upon the expected levels of achievement, stock-based compensation is recognized on a straight-line basis over the PSU awards’ requisite service periods. The expected levels of achievement are reassessed over the requisite service periods and, to the extent that the expected levels of achievement change, stock-based compensation is adjusted and recorded on the consolidated statements of income and the remaining unrecognized stock-based compensation is recognized over the remaining requisite service period.
With the exception of stock options assumed as a part of transactions under common control, the Black-Scholes option-pricing model is used to determine the fair value of VMware’s stock option awards and Employee Stock Purchase Plan shares. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, expected term and risk-free interest rates. These assumptions reflect the Company’s best estimates, but these items involve uncertainties based on market and other conditions outside of the Company’s control.
For outstanding stock options assumed as a part of a transaction between entities under common control, equity awards are converted to VMware’s Class A common stock and valued at historical carrying amounts.
Leases
Leases
VMware adopted ASU 2016-02, Leases (“Topic 842”) during fiscal 2020 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 contained a lease. Prior period amounts were not recast under this standard.
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. Right-of-use (“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 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 consolidated balance sheets.
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.
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.
Recently Adopted Accounting Standards and New Accounting Pronouncement
Recently Adopted Accounting Standards
Effective February 1, 2020, VMware adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires the measurement and recognition of current expected credit losses for financial assets. The standard did not have a material impact on the Company’s consolidated financial statements.
New Accounting Pronouncement
In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, simplifying the accounting for convertible instruments and contracts in an entity’s own equity and amending the diluted earnings per share guidance for greater consistency within the standard. With the exception of the impact to the Company’s diluted net income per share, which is not expected to be material, the updated standard is not expected to have any other impact on the Company’s financial statements. The updated standard is effective for
interim and annual periods beginning after December 15, 2021, but may be early adopted. VMware plans to adopt this updated standard during the first quarter of fiscal 2022 on a modified retrospective basis.
XML 48 R30.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Tables)
12 Months Ended
Jan. 29, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Property and Equipment, Net Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful life of the assets, as follows:
BuildingsTerm of underlying land lease
Land improvements15 years
Furniture and fixtures7 years
Equipment
3 to 6 years
Software
3 to 8 years
Leasehold improvements
20 years, not to exceed the shorter of the estimated useful life or remaining lease term
Property and equipment, net, as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Equipment and software$1,620 $1,404 
Buildings and improvements1,137 1,088 
Furniture and fixtures132 120 
Construction in progress82 106 
Total property and equipment2,971 2,718 
Accumulated depreciation(1,637)(1,438)
Total property and equipment, net$1,334 $1,280 
XML 49 R31.htm IDEA: XBRL DOCUMENT v3.21.1
Revenue, Unearned Revenue and Remaining Performance Obligations (Tables)
12 Months Ended
Jan. 29, 2021
Revenue from Contract with Customer [Abstract]  
Summary of Unearned Revenue
Unearned revenue as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Unearned license revenue$15 $19 
Unearned subscription and SaaS revenue1,998 1,534 
Unearned software maintenance revenue7,092 6,700 
Unearned professional services revenue1,209 1,015 
Total unearned revenue$10,314 $9,268 
XML 50 R32.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties (Tables)
12 Months Ended
Jan. 29, 2021
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions 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 ReceiptsUnearned Revenue
For the Year EndedAs of
January 29,January 31,February 1,January 29,January 31,
20212020201920212020
Reseller revenue$4,053 $3,288 $2,355 $4,952 $3,787 
Internal-use revenue63 82 41 45 57 
Collaborative technology project receipts13 10  n/a n/a
Information about VMware’s payments for such arrangements during the periods presented consisted of the following (table in millions):
For the Year Ended
January 29,January 31,February 1,
202120202019
Purchases and leases of products and purchases of services(1)
$206 $242 $200 
Dell subsidiary support and administrative costs74 119 145 
(1) Amount includes indirect taxes that were remitted to Dell during the periods presented.
Amounts due to and from related parties, net as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Due from related parties, current$1,558 $1,618 
Due to related parties, current(1)
120 161 
Due from related parties, net, current$1,438 $1,457 
(1) Includes an immaterial amount related to the Company’s current operating lease liabilities due to related parties.
The following table summarizes the payments made during the periods presented (table in millions):
For the Year Ended
January 29,January 31,February 1,
202120202019
Payments from VMware to Dell, net$307 $159 $243 
XML 51 R33.htm IDEA: XBRL DOCUMENT v3.21.1
Commitments and Contingencies (Tables)
12 Months Ended
Jan. 29, 2021
Commitments and Contingencies Disclosure [Abstract]  
Operating Lease and Other Contractual Commitments
VMware’s minimum contractual commitments as of January 29, 2021 were as follows (table in millions):
Purchase ObligationsAsset Retirement ObligationsTotal
2022$391 $$394 
2023294 296 
2024331 332 
2025
2026— 
Thereafter— 
Total$1,017 $23 $1,040 
XML 52 R34.htm IDEA: XBRL DOCUMENT v3.21.1
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Tables)
12 Months Ended
Jan. 29, 2021
Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the 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 receivable58 
Intangible assets492 
Goodwill1,588 
Other acquired assets52 
Total assets acquired2,301 
Unearned revenue151 
Other assumed liabilities45 
Total liabilities assumed196 
Fair value of assets acquired and liabilities assumed$2,105 
Schedule of Finite-Lived Intangible Assets Acquired
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 technology4.2$232 
Customer relationships and customer lists7.0215 
Trademarks and tradenames5.025 
Other2.020 
Total definite-lived intangible assets$492 
Schedule of Finite-Lived Intangible Assets
The following table summarizes the changes in the carrying amount of definite-lived intangible assets during the periods presented (table in millions):
January 29,January 31,
20212020
Balance, beginning of the year$1,172 $966 
Additions to intangible assets related to business combinations149 622 
Amortization expense(328)(300)
Derecognized leasehold interest— (116)
Balance, end of the year$993 $1,172 
As of the periods presented, definite-lived intangible assets consisted of the following (amounts in tables in millions):
January 29, 2021
Weighted-Average Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased technology5.3$948 $(462)$486 
Customer relationships and customer lists11.4727 (281)446 
Trademarks and tradenames7.6132 (78)54 
Other2.021 (14)
Total definite-lived intangible assets$1,828 $(835)$993 
January 31, 2020
Weighted-Average Useful Lives
(in years)
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased technology5.7$1,030 $(488)$542 
Customer relationships and customer lists11.4739 (200)539 
Trademarks and tradenames7.6131 (58)73 
Other2.022 (4)18 
Total definite-lived intangible assets$1,922 $(750)$1,172 
Schedule of Future Amortization Expense
Based on intangible assets recorded as of January 29, 2021 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):
2022$300 
2023249 
2024197 
2025104 
202664 
Thereafter79 
Total$993 
Schedule of Goodwill
The following table summarizes the changes in the carrying amount of goodwill during the year ended January 29, 2021 (table in millions):
January 29,January 31,
20212020
Balance, beginning of the year$9,329 $7,418 
Increase in goodwill due to business combinations and related adjustments270 1,911 
Balance, end of the year$9,599 $9,329 
XML 53 R35.htm IDEA: XBRL DOCUMENT v3.21.1
Realignment (Tables)
12 Months Ended
Jan. 29, 2021
Restructuring and Related Activities [Abstract]  
Summary of Accrued Realignment Charges
The following tables summarize the activity for the accrued realignment expenses for the years ended January 29, 2021 and January 31, 2020 (table in millions):
For the Year Ended January 29, 2021
Balance as of
January 31, 2020
Realignment ExpenseUtilizationBalance as of
January 29, 2021
Severance-related costs$74 $42 $(113)$
For the Year Ended January 31, 2020
Balance as of
February 1, 2019
Realignment ExpenseUtilizationBalance as of
January 31, 2020
Severance-related costs$— $79 $(5)$74 
XML 54 R36.htm IDEA: XBRL DOCUMENT v3.21.1
Net Income Per Share (Tables)
12 Months Ended
Jan. 29, 2021
Earnings Per Share [Abstract]  
Computations of Basic and Diluted Net Income per Share
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):
For the Year Ended
 January 29,January 31,February 1,
 202120202019
Net income attributable to VMware, Inc.$2,058 $6,412 $1,650 
Weighted-average shares, basic for Classes A and B419,841 417,058 413,769 
Effect of other dilutive securities3,399 8,177 7,362 
Weighted-average shares, diluted for Classes A and B423,240 425,235 421,131 
Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B$4.90 $15.37 $3.99 
Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B$4.86 $15.08 $3.92 
Antidilutive Securities Excluded from Computation of Net Income per Share
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):
For the Year Ended
January 29,January 31,February 1,
202120202019
Anti-dilutive securities:
Employee stock options150 34 50 
Restricted stock units5,038 315 255 
Total5,188 349 305 
XML 55 R37.htm IDEA: XBRL DOCUMENT v3.21.1
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Tables)
12 Months Ended
Jan. 29, 2021
Investments, Debt and Equity Securities [Abstract]  
Cash and Cash Equivalents, Restricted Cash
The following table provides a reconciliation of the Company’s cash and cash equivalents, and current and non-current portion of restricted cash reported on the consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash as of January 29, 2021 and January 31, 2020 (table in millions):
January 29,January 31,
20212020
Cash and cash equivalents$4,692 $2,915 
Restricted cash within other current assets56 83 
Restricted cash within other assets22 33 
Total cash, cash equivalents and restricted cash$4,770 $3,031 
XML 56 R38.htm IDEA: XBRL DOCUMENT v3.21.1
Debt (Tables)
12 Months Ended
Jan. 29, 2021
Debt Disclosure [Abstract]  
Carrying Value of Senior Notes
The carrying value of the Senior Notes as of the periods presented was as follows (amounts in millions):
January 29,January 31,Effective Interest Rate
20212020
Senior Notes issued August 21, 2017:
2.30% Senior Note Due August 21, 2020
$— $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%
Senior Notes issued April 7, 2020:
4.50% Senior Note Due May 15, 2025
750 — 4.70%
4.65% Senior Note Due May 15, 2027
500 — 4.80%
4.70% Senior Note Due May 15, 2030
750 — 4.86%
Total principal amount4,750 4,000 
Less: unamortized discount(7)(5)
Less: unamortized debt issuance costs(26)(16)
Net carrying amount4,717 3,979 
Current portion of long-term debt— 1,248 
Long-term debt$4,717 $2,731 
XML 57 R39.htm IDEA: XBRL DOCUMENT v3.21.1
Fair Value Measurements (Tables)
12 Months Ended
Jan. 29, 2021
Fair Value Disclosures [Abstract]  
Fair Value Hierarchy
The following tables set forth the fair value hierarchy of VMware’s cash equivalents that were required to be measured at fair value as of the periods presented (tables in millions):
 January 29, 2021
 Level 1Level 2Total
Cash equivalents:
Money-market funds$3,738 $— $3,738 
Time deposits(1)
— 102 102 
Total cash equivalents$3,738 $102 $3,840 
Short-term investments:
Marketable equity securities$23 $— $23 
Total short-term investments$23 $— $23 
 January 31, 2020
 Level 1Level 2Total
Cash equivalents:
Money-market funds$2,158 $— $2,158 
Time deposits(1)
— 102 102 
Total cash equivalents$2,158 $102 $2,260 
(1) Time deposits were valued at amortized cost, which approximated fair value.
XML 58 R40.htm IDEA: XBRL DOCUMENT v3.21.1
Property and Equipment, Net (Tables)
12 Months Ended
Jan. 29, 2021
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful life of the assets, as follows:
BuildingsTerm of underlying land lease
Land improvements15 years
Furniture and fixtures7 years
Equipment
3 to 6 years
Software
3 to 8 years
Leasehold improvements
20 years, not to exceed the shorter of the estimated useful life or remaining lease term
Property and equipment, net, as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Equipment and software$1,620 $1,404 
Buildings and improvements1,137 1,088 
Furniture and fixtures132 120 
Construction in progress82 106 
Total property and equipment2,971 2,718 
Accumulated depreciation(1,637)(1,438)
Total property and equipment, net$1,334 $1,280 
XML 59 R41.htm IDEA: XBRL DOCUMENT v3.21.1
Leases (Tables)
12 Months Ended
Jan. 29, 2021
Leases [Abstract]  
Lease Cost, Cash Flow, Term and Discount Rate
The components of lease expense during the periods presented were as follows (table in millions):
Twelve Months Ended
January 29,January 31,
20212020
Operating lease expense$190 $167 
Finance lease expense:
Amortization of ROU assets$$
Interest on lease liabilities
 Total finance lease expense$$
Short-term lease expense$$
Variable lease expense$29 $31 
 Total lease expense$230 $206 
Supplemental cash flow information related to operating and finance leases during the periods presented were as follows (table in millions):
Twelve Months Ended
January 29,January 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$174 $167 
Operating cash flows from finance leases
Financing cash flows from finance leases
ROU assets obtained in exchange for lease liabilities:
Operating leases$275 $226 
Finance leases63 
Lease term and discount rate related to operating and finance leases as of the period presented were as follows:
January 29,January 31,
20212020
Weighted-average remaining lease term (in years)
Operating leases12.613.3
Finance leases8.39.2
Weighted-average discount rate
Operating leases3.5 %3.8 %
Finance leases2.9 %3.1 %
Lease Assets and Liabilities
Supplemental balance sheet information related to operating and finance leases as of the period presented was as follows (table in millions):
January 29, 2021
Operating LeasesFinance Leases
ROU assets, non-current(1)
$997 $53 
Lease liabilities, current(2)
$109 $
Lease liabilities, non-current(3)
891 50 
Total lease liabilities$1,000 $55 
January 31, 2020
Operating LeasesFinance Leases
ROU assets, non-current(1)
$886 $58 
Lease liabilities, current(2)
$109 $
Lease liabilities, non-current(3)
746 55 
Total lease liabilities$855 $59 
(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 consolidated balance sheets.
(2) Current lease liabilities are included primarily in accrued expenses and other on the consolidated balance sheets. An immaterial amount is presented in due from related parties, net on the consolidated balance sheets.
(3) Non-current operating lease liabilities are presented as operating lease liabilities on the consolidated balance sheets. Non-current finance lease liabilities are included in other liabilities on the consolidated balance sheets.
Operating Lease Liability Maturity
The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):
January 29, 2021
Operating LeasesFinance Leases
2022$141 $
2023166 
2024135 
2025105 
202688 
Thereafter651 27 
Total future minimum lease payments1,286 61 
Less: Imputed interest(286)(6)
Total lease liabilities(1)
$1,000 $55 
(1) Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.
Finance Lease Liability Maturity
The following represents VMware’s future minimum lease payments under non-cancellable operating and finance leases as of the period presented (table in millions):
January 29, 2021
Operating LeasesFinance Leases
2022$141 $
2023166 
2024135 
2025105 
202688 
Thereafter651 27 
Total future minimum lease payments1,286 61 
Less: Imputed interest(286)(6)
Total lease liabilities(1)
$1,000 $55 
(1) Total lease liabilities as of January 29, 2021 excluded legally binding lease payments for leases signed but not yet commenced of $72 million.
XML 60 R42.htm IDEA: XBRL DOCUMENT v3.21.1
Accrued Expenses and Other (Tables)
12 Months Ended
Jan. 29, 2021
Payables and Accruals [Abstract]  
Components of Accrued Expenses
Accrued expenses and other as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Accrued employee related expenses$1,266 $845 
Accrued partner liabilities218 181 
Customer deposits294 247 
Other(1)
604 878 
Total$2,382 $2,151 
(1) Other primarily consists of litigation accrual, leases accrual, income tax payable and indirect tax accrual.
XML 61 R43.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes (Tables)
12 Months Ended
Jan. 29, 2021
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax
The domestic and foreign components of income before income tax for the periods presented were as follows (table in millions):
 For the Year Ended
January 29,January 31,February 1,
 202120202019
Domestic$932 $895 $680 
Foreign1,450 543 1,149 
Total income before income tax$2,382 $1,438 $1,829 
Schedule of Components of Income Tax Expense (Benefit)
VMware’s income tax provision (benefit) for the periods presented consisted of the following (table in millions):
 For the Year Ended
January 29,January 31,February 1,
 202120202019
Federal:
Current$157 $78 $181 
Deferred(19)(219)(92)
138 (141)89 
State:
Current73 45 31 
Deferred(14)(44)(10)
59 21 
Foreign:
Current246 240 137 
Deferred(119)(5,018)(8)
127 (4,778)129 
Total income tax provision (benefit)$324 $(4,918)$239 
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of VMware’s effective tax rate to the statutory federal tax rate for the periods presented is as follows:
For the Year Ended
January 29,January 31,February 1,
202120202019
Statutory federal tax rate21 %21 %21 %
State taxes, net of federal benefit%— %%
Tax rate differential for non-U.S. jurisdictions(8)%(3)%(6)%
U.S. tax credits(10)%(17)%(11)%
Excess tax benefits from stock-based compensation
(1)%(11)%(6)%
Discrete tax benefit due to IP Transfer(1)
(2)%(343)%— %
Permanent items12 %%14 %
Effective tax rate14 %(344)%13 %
(1) A discrete tax benefit of $59 million was recognized with a deferred tax asset during the year ended January 29, 2021. This deferred tax asset was recognized as a result of intra-group transfer of Pivotal’s IP rights to an Irish subsidiary. A discrete tax benefit of $4.9 billion was recognized with a deferred tax asset during the year ended January 31, 2020. This deferred tax asset was recognized as a result of the book and tax basis difference on the IP transferred to an Irish subsidiary.
Schedule of Deferred Tax Assets and Liabilities Significant deferred tax assets and liabilities as of the periods presented consisted of the following (table in millions):
 January 29,January 31,
20212020
Deferred tax assets:
Accruals and other$238 $169 
Lease liabilities167 152 
Unearned revenue501 390 
Stock-based compensation86 88 
Tax credit and net operating loss carryforwards553 583 
Other assets, net54 51 
Intangible and other non-current assets4,900 4,804 
Gross deferred tax assets6,499 6,237 
Valuation allowance(366)(332)
Total deferred tax assets6,133 5,905 
Deferred tax liabilities:
Deferred commissions(158)(133)
ROU Assets(145)(131)
Property, plant and equipment, net(109)(101)
Total deferred tax liabilities(412)(365)
Net deferred tax assets$5,721 $5,540 
Schedule of Payments Under the Income Tax Sharing Agreement 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 ReceiptsUnearned Revenue
For the Year EndedAs of
January 29,January 31,February 1,January 29,January 31,
20212020201920212020
Reseller revenue$4,053 $3,288 $2,355 $4,952 $3,787 
Internal-use revenue63 82 41 45 57 
Collaborative technology project receipts13 10  n/a n/a
Information about VMware’s payments for such arrangements during the periods presented consisted of the following (table in millions):
For the Year Ended
January 29,January 31,February 1,
202120202019
Purchases and leases of products and purchases of services(1)
$206 $242 $200 
Dell subsidiary support and administrative costs74 119 145 
(1) Amount includes indirect taxes that were remitted to Dell during the periods presented.
Amounts due to and from related parties, net as of the periods presented consisted of the following (table in millions):
January 29,January 31,
20212020
Due from related parties, current$1,558 $1,618 
Due to related parties, current(1)
120 161 
Due from related parties, net, current$1,438 $1,457 
(1) Includes an immaterial amount related to the Company’s current operating lease liabilities due to related parties.
The following table summarizes the payments made during the periods presented (table in millions):
For the Year Ended
January 29,January 31,February 1,
202120202019
Payments from VMware to Dell, net$307 $159 $243 
Summary of Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties associated with unrecognized tax benefits, for the periods presented is as follows (table in millions):
For the Year Ended
 January 29,January 31,February 1,
 202120202019
Balance, beginning of the year$479 $385 $305 
Tax positions related to current year:
Additions65 116 57 
Tax positions related to prior years:
Additions12 98 44 
Reductions(25)(7)(1)
Settlements(14)(28)(4)
Reductions resulting from a lapse of the statute of limitations(14)(83)(8)
Foreign currency effects(2)(8)
Balance, end of the year$508 $479 $385 
XML 62 R44.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Tables)
12 Months Ended
Jan. 29, 2021
Stockholders' Equity Note [Abstract]  
Stock Repurchase Program
The following table summarizes stock repurchase authorizations approved by VMware’s board of directors, which were open or completed during the years ended January 29, 2021, January 31, 2020 and February 1, 2019 (amounts in table in millions):
Announcement DateAmount AuthorizedExpiration DateStatus
July 15, 2020$1,000January 28, 2022Open
May 29, 20191,500
January 28, 2022(1)
Open
August 14, 20171,000August 31, 2019Completed in fiscal 2020
(1) During July 2020, VMware’s board of directors extended authorization of the existing stock repurchase program through January 28, 2022.
The following table summarizes stock repurchase activity during the periods presented (aggregate purchase price in millions, shares in thousands):
For the Year Ended
January 29,January 31,February 1,
202120202019
Aggregate purchase price(1)
$945 $1,334 $42 
Class A common stock repurchased6,944 7,664 286 
Weighted-average price per share$136.13 $174.02 $148.07 
(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.
Summary of Restricted Stock Activity
The following table summarizes restricted stock activity since February 2, 2018 (units in thousands):
VMware RSUsPivotal RSUs
Number of UnitsWeighted-Average Grant Date Fair Value
(per unit)
Number of UnitsWeighted-Average Grant Date Fair Value
(per unit)
Outstanding, February 2, 201817,360 $78.62 — $— 
Granted6,663 146.61 9,854 15.78 
Special Dividend adjustment3,236 n/an/an/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, 202017,474 128.38 — — 
Granted11,201 149.63 n/an/a
Vested(8,296)114.59 n/an/a
Forfeited(2,588)137.55 n/an/a
Outstanding, January 29, 202117,790 147.46 n/an/a
(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.
Summary of Restricted Stock Expected to Vest
Restricted stock that is expected to vest as of January 29, 2021 was as follows (units in thousands, aggregate intrinsic value in millions):
Number of UnitsWeighted-Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value(1)
Expected to vest15,214 2.64$2,097 
(1) The aggregate intrinsic value represents the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, which would have been received by the RSU holders had the RSUs been issued as of January 29, 2021.
Employee Stock Purchase Plan, Activity
The following table summarizes ESPP activity for VMware during the periods presented (cash proceeds in millions, shares in thousands):
For the Year Ended
January 29,January 31,February 1,
 202120202019
Cash proceeds$207 $172 $161 
Class A common stock purchased2,025 1,489 1,895 
Weighted-average price per share$102.44 $115.51 $84.95 
Summary of Stock Option Activity
The following table summarizes stock option activity for VMware and Pivotal since February 2, 2018 (shares in thousands):
VMware Stock OptionsPivotal Stock Options
Number of SharesWeighted-Average Exercise Price
(per share)
Number of SharesWeighted-Average Exercise Price
(per share)
Outstanding, February 2, 20181,647 $54.63 54,388 $7.82 
Granted574 16.07 2,832 14.03 
Special Dividend adjustment348 n/an/an/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, 20202,615 56.58 — — 
Granted31 43.20 n/an/a
Forfeited(156)70.75 n/an/a
Exercised(1,247)52.34 n/an/a
Outstanding, January 29, 20211,243 58.68 n/an/a
(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.
Options outstanding that are exercisable and that have vested and are expected to vest as of January 29, 2021 were as follows (outstanding options in thousands, aggregate intrinsic value in in millions):
VMware Stock Options
Outstanding OptionsWeighted- Average Exercise PriceWeighted- Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value(1)
Exercisable769 $54.72 5.12$64 
Vested and expected to vest1,228 58.26 5.8998 

(1) The aggregate intrinsic values represent the total pre-tax intrinsic values based on VMware's closing stock price of $137.85 as of January 29, 2021, which would have been received by the option holders had all in-the-money options been exercised as of that date.
Summary of Components of 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 29,January 31,February 1,
202120202019
Cost of license revenue$$$
Cost of subscription and SaaS revenue19 13 
Cost of services revenue99 83 58 
Research and development524 459 391 
Sales and marketing322 293 226 
General and administrative157 168 117 
Stock-based compensation1,122 1,017 800 
Income tax benefit(231)(347)(253)
Total stock-based compensation, net of tax$891 $670 $547 
Employee Stock Purchase Plan, Valuation Assumptions
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 29,January 31,February 1,
VMware Stock Options202120202019
Dividend yieldNoneNoneNone
Expected volatility38.8 %34.0 %31.9 %
Risk-free interest rate0.4 %1.5 %2.9 %
Expected term (in years)2.62.73.2
Weighted-average fair value at grant date$102.55 $98.00 $143.01 
Pivotal Stock Options
Dividend yieldn/an/aNone
Expected volatilityn/an/a33.4 %
Risk-free interest raten/an/a2.8 %
Expected term (in years)n/an/a6.08
Weighted-average fair value at grant daten/an/a$5.23 
VMware Employee Stock Purchase Plan
Dividend yieldNoneNoneNone
Expected volatility36.1 %27.4 %33.5 %
Risk-free interest rate1.0 %1.7 %2.0 %
Expected term (in years)0.70.60.8
Weighted-average fair value at grant date$33.60 $35.66 $34.72 
Stock Options, Valuation Assumptions
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 29,January 31,February 1,
VMware Stock Options202120202019
Dividend yieldNoneNoneNone
Expected volatility38.8 %34.0 %31.9 %
Risk-free interest rate0.4 %1.5 %2.9 %
Expected term (in years)2.62.73.2
Weighted-average fair value at grant date$102.55 $98.00 $143.01 
Pivotal Stock Options
Dividend yieldn/an/aNone
Expected volatilityn/an/a33.4 %
Risk-free interest raten/an/a2.8 %
Expected term (in years)n/an/a6.08
Weighted-average fair value at grant daten/an/a$5.23 
VMware Employee Stock Purchase Plan
Dividend yieldNoneNoneNone
Expected volatility36.1 %27.4 %33.5 %
Risk-free interest rate1.0 %1.7 %2.0 %
Expected term (in years)0.70.60.8
Weighted-average fair value at grant date$33.60 $35.66 $34.72 
Schedule of 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
Forward Contracts
Foreign Currency Translation AdjustmentsTotal
Balance, February 1, 2019$$(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 (losses), net of tax provision (benefit) of $—, $— and $—
(1)— (1)
Other comprehensive income (loss), net(1)— (1)
Balance, January 29, 2021$(1)$(4)$(5)
XML 63 R45.htm IDEA: XBRL DOCUMENT v3.21.1
Segment Information (Tables)
12 Months Ended
Jan. 29, 2021
Segment Reporting [Abstract]  
Schedule of Revenue by Type
Revenue by type during the periods presented was as follows (table in millions):
For the Year Ended
January 29,January 31,February 1,
 202120202019
Revenue:
License$3,033 $3,181 $3,042 
Subscription and SaaS2,587 1,877 1,303 
Total license and subscription and SaaS5,620 5,058 4,345 
Services:
Software maintenance5,105 4,754 4,351 
Professional services1,042 999 917 
Total services6,147 5,753 5,268 
Total revenue$11,767 $10,811 $9,613 
Schedule of Revenue by Geographic Area
Revenue by geographic area during the periods presented was as follows (table in millions):
For the Year Ended
January 29,January 31,February 1,
 202120202019
United States$5,878 $5,405 $4,696 
International5,889 5,406 4,917 
Total$11,767 $10,811 $9,613 
Schedule of Long-Lived Assets by Geographic Area
Long-lived assets by geographic area, which primarily include property and equipment, net, as of the periods presented were as follows (table in millions):
January 29,January 31,
20212020
United States$864 $860 
International241 209 
Total$1,105 $1,069 
XML 64 R46.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Basis of Presentation and Principles of Consolidation) (Details) - shares
shares in Millions
Jan. 29, 2021
Jan. 31, 2020
Pivotal    
Overview and Basis of Presentation [Line Items]    
Percentage of controlling financial interest   100.00%
VMware | Dell Technologies Inc.    
Overview and Basis of Presentation [Line Items]    
Outstanding ownership percentage of VMware controlled by Dell 80.60%  
Combined voting power of outstanding stock (as a percentage) 97.40%  
VMware | Dell Technologies Inc. | Class A Common Stock    
Overview and Basis of Presentation [Line Items]    
VMware's outstanding common stock controlled by Dell (in shares) 31  
XML 65 R47.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Revenue Recognition) (Details) - Subscription and SaaS
12 Months Ended
Jan. 29, 2021
Minimum  
Revenue from External Customer [Line Items]  
Revenue contract term 1 year
Maximum  
Revenue from External Customer [Line Items]  
Revenue contract term 3 years
XML 66 R48.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Property and Equipment, Net) (Details)
12 Months Ended
Jan. 29, 2021
Land improvements  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 15 years
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 7 years
Leasehold improvements  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 20 years
Minimum | Equipment  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 3 years
Minimum | Software  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 3 years
Maximum | Equipment  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 6 years
Maximum | Software  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful life 8 years
XML 67 R49.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Purchased Intangible Assets and Goodwill) (Details)
12 Months Ended
Jan. 29, 2021
USD ($)
reporting_unit
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of reportable units | reporting_unit 1
Goodwill impairment | $ $ 0
XML 68 R50.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Employee Benefit Plans) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Company contributions $ 176 $ 169 $ 122
XML 69 R51.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Advertising) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Advertising expense $ 33 $ 25 $ 33
XML 70 R52.htm IDEA: XBRL DOCUMENT v3.21.1
Overview and Basis of Presentation (Concentrations of Risks) (Details)
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Accounts Receivable | Distributor One      
Concentration Risk [Line Items]      
Concentration risk, percentage 13.00% 14.00%  
Accounts Receivable | Distributor Two      
Concentration Risk [Line Items]      
Concentration risk, percentage 12.00% 11.00%  
Accounts Receivable | Distributor Three      
Concentration Risk [Line Items]      
Concentration risk, percentage   10.00%  
Sales | Distributor One      
Concentration Risk [Line Items]      
Concentration risk, percentage 11.00% 12.00% 13.00%
Sales | Distributor Two      
Concentration Risk [Line Items]      
Concentration risk, percentage   10.00% 12.00%
XML 71 R53.htm IDEA: XBRL DOCUMENT v3.21.1
Pivotal Acquisition (Details)
$ / shares in Units, shares in Millions, $ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2019
USD ($)
$ / shares
shares
Jul. 31, 2020
USD ($)
Jan. 29, 2021
USD ($)
Jan. 31, 2020
USD ($)
Feb. 01, 2019
USD ($)
Business Acquisition [Line Items]          
Reduction of additional paid in capital       $ 1,724  
Cash payout, net of cash acquired     $ 409 2,437 $ 938
Additional Paid-in Capital          
Business Acquisition [Line Items]          
Reduction of additional paid in capital       649  
Pivotal          
Business Acquisition [Line Items]          
Blended price per share (in USD per share) | $ / shares $ 11.71        
Aggregate purchase consideration $ 2,900        
Aggregate purchase consideration (in USD per share) | $ / shares $ 15.00        
Net cash payout to noncontrolling interest holders $ 1,700        
Accrual for amounts owed to dissenting shareholders 155     155  
Excess of purchase consideration paid and accrued over carrying value of noncontrolling interests       1,800  
Noncontrolling interest 1,200        
Cash payout, net of cash acquired $ 838        
Payments to dissenting stockholders   $ 91      
Pivotal | Additional Paid-in Capital          
Business Acquisition [Line Items]          
Reduction of additional paid in capital       $ 649  
Pivotal | Class B Common Stock          
Business Acquisition [Line Items]          
Exchange rate ratio 0.055        
Pivotal | Dell Technologies Inc. | Class B Common Stock          
Business Acquisition [Line Items]          
Equity instruments issued in acquisition $ 1,100        
Shares issued | shares 7.2        
XML 72 R54.htm IDEA: XBRL DOCUMENT v3.21.1
Revenue, Unearned Revenue and Remaining Performance Obligations (Narrative) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Revenue from Contract with Customer [Abstract]      
Contract assets $ 43 $ 26  
Customer deposits included in accrued expenses and other 294 247  
Customer deposits included in other liabilities 163 143  
Deferred commissions, current 31 13  
Deferred commissions, non-current 1,100 938  
Amortization of deferred commissions $ 437 354 $ 311
Remaining weighted average contractual duration 2 years    
Current period billings $ 8,400 8,100  
Revenue recognized from amounts previously classified as unearned revenue 7,400 6,400 $ 5,500
Unearned revenue acquired with business combinations $ 33 $ 154  
Minimum      
Disaggregation of Revenue [Line Items]      
Receivables, payment terms 30 days    
Maximum      
Disaggregation of Revenue [Line Items]      
Receivables, payment terms 45 days    
XML 73 R55.htm IDEA: XBRL DOCUMENT v3.21.1
Revenue, Unearned Revenue and Remaining Performance Obligations (Summary of Unearned Revenue) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Disaggregation of Revenue [Line Items]    
Unearned revenue $ 10,314 $ 9,268
Unearned license revenue    
Disaggregation of Revenue [Line Items]    
Unearned revenue 15 19
Unearned subscription and SaaS revenue    
Disaggregation of Revenue [Line Items]    
Unearned revenue 1,998 1,534
Unearned software maintenance revenue    
Disaggregation of Revenue [Line Items]    
Unearned revenue 7,092 6,700
Unearned professional services revenue    
Disaggregation of Revenue [Line Items]    
Unearned revenue $ 1,209 $ 1,015
XML 74 R56.htm IDEA: XBRL DOCUMENT v3.21.1
Revenue, Unearned Revenue and Remaining Performance Obligations (Remaining Performance Obligations) (Details) - USD ($)
$ in Billions
Jan. 29, 2021
Jan. 31, 2020
Revenue from Contract with Customer [Abstract]    
Remaining performance obligation $ 11.3 $ 10.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-02-01    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligation percentage   54.00%
Remaining performance obligation period   12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-30    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligation percentage 55.00%  
Remaining performance obligation period 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-30    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligation period  
XML 75 R57.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties (Transactions with Dell) (Details) - employee
3 Months Ended 12 Months Ended
Jan. 31, 2020
Nov. 02, 2018
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Dell acting as OEM          
Related Party Transaction [Line Items]          
Percentage of revenues     4.00% 4.00% 3.00%
Dell | OEM Revenue          
Related Party Transaction [Line Items]          
Percentage of revenues     12.00% 12.00% 13.00%
Majority Shareholder          
Related Party Transaction [Line Items]          
Approximate number of employees to be transferred to VMware 250        
Majority Shareholder | Business Acquisition          
Related Party Transaction [Line Items]          
Related party transaction, transition services period   18 months      
Majority Shareholder | Dell | Revenue Benchmark          
Related Party Transaction [Line Items]          
Concentration risk, percentage     35.00% 31.00% 25.00%
XML 76 R58.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties (Schedule of Related Party Transactions) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Related Party Transaction [Line Items]      
Unearned Revenue $ 10,314 $ 9,268  
Dell      
Related Party Transaction [Line Items]      
Customer deposits 214 194  
Dell | Reseller revenue      
Related Party Transaction [Line Items]      
Revenue and Receipts 4,053 3,288 $ 2,355
Unearned Revenue 4,952 3,787  
Dell | Internal-use revenue      
Related Party Transaction [Line Items]      
Revenue and Receipts 63 82 41
Unearned Revenue 45 57  
Dell | Collaborative technology project receipts      
Related Party Transaction [Line Items]      
Revenue and Receipts 13 10 4
Dell | Purchases and leases of products and purchases of services      
Related Party Transaction [Line Items]      
Related party costs 206 242 200
Dell | Dell subsidiary support and administrative costs      
Related Party Transaction [Line Items]      
Related party costs $ 74 $ 119 $ 145
XML 77 R59.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties (Dell Financial Services) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Dell | Financial Services      
Related Party Transaction [Line Items]      
Financing fees $ 60 $ 66 $ 40
XML 78 R60.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties (Due To/From Related Parties, Net) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Related Party Transaction [Line Items]    
Due from related parties, net cash settlement period 60 days  
Dell    
Related Party Transaction [Line Items]    
Due from related parties, current $ 1,558 $ 1,618
Due to related parties, current 120 161
Due from related parties, net, current $ 1,438 $ 1,457
XML 79 R61.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties (Special Dividend) (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 28, 2018
Jul. 01, 2018
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Related Party Transaction [Line Items]          
Conditional cash dividend   $ 11,000      
Dividend paid per share (in USD per share) $ 26.81        
Payment for special dividend     $ 0 $ 0 $ 11,000
Dell          
Related Party Transaction [Line Items]          
Payment for special dividend $ 9,000        
XML 80 R62.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties (Note Payable to Dell) (Details) - Dell - Notes payable - Note, December 2022
Jan. 29, 2021
USD ($)
Related Party Transaction [Line Items]  
Principal amount $ 270,000,000
Interest rate 1.75%
XML 81 R63.htm IDEA: XBRL DOCUMENT v3.21.1
Related Parties (Other Related Party Transactions) (Details)
$ in Millions
12 Months Ended
Feb. 01, 2019
USD ($)
Ford  
Related Party Transaction [Line Items]  
Revenue from related parties $ 12
XML 82 R64.htm IDEA: XBRL DOCUMENT v3.21.1
Commitments and Contingencies (Narrative) (Details)
$ in Millions
12 Months Ended
Jun. 23, 2020
USD ($)
Mar. 05, 2020
stockholder
shares
Jan. 24, 2020
USD ($)
patent
Oct. 22, 2019
patent
Aug. 20, 2019
patent
Apr. 25, 2019
patent
trademark
Jan. 31, 2020
USD ($)
Appraisal Action              
Loss Contingencies [Line Items]              
Number of petitioners | stockholder   2          
Aggregate number of shares seeking a judicial determination of fair value | shares   10,000,100          
Amount paid to the petitioners | $ $ 91            
Cirba Inc. Vs. VMware              
Loss Contingencies [Line Items]              
Patent infringement claims           2  
Trademark infringement claims | trademark           3  
Number of patents allegedly infringed upon       4 4    
Number of patents willfully infringed upon     2        
Damages awarded | $     $ 237       $ 237
XML 83 R65.htm IDEA: XBRL DOCUMENT v3.21.1
Commitments and Contingencies Commitments and Contingencies (Operating Leases and Other Contractual Commitments) (Details)
$ in Millions
Jan. 29, 2021
USD ($)
Purchase Obligations  
2022 $ 391
2023 294
2024 331
2025 1
2026 0
Thereafter 0
Total 1,017
Asset Retirement Obligations  
2022 3
2023 2
2024 1
2025 3
2026 9
Thereafter 5
Total 23
Total  
2022 394
2023 296
2024 332
2025 4
2026 9
Thereafter 5
Total $ 1,040
XML 84 R66.htm IDEA: XBRL DOCUMENT v3.21.1
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Business Combination) (Details)
3 Months Ended 12 Months Ended
Jan. 29, 2021
USD ($)
Oct. 30, 2020
USD ($)
Jul. 31, 2020
USD ($)
May 01, 2020
USD ($)
Nov. 01, 2019
USD ($)
business
$ / shares
Aug. 02, 2019
USD ($)
May 03, 2019
USD ($)
Feb. 01, 2019
USD ($)
Nov. 02, 2018
USD ($)
May 04, 2018
USD ($)
asset_acquisition
Jan. 29, 2021
USD ($)
acquisition
Jan. 31, 2020
USD ($)
Oct. 08, 2019
USD ($)
Business Acquisition [Line Items]                          
Goodwill $ 9,599,000,000             $ 7,418,000,000     $ 9,599,000,000 $ 9,329,000,000  
Fair value of assumed unvested equity awards 1,900,000,000               $ 39,000,000   $ 1,900,000,000    
Weighted-average remaining recognition period                     1 year 6 months    
Number of asset acquisitions | asset_acquisition                   4      
Purchased technology                          
Business Acquisition [Line Items]                          
Asset acquisition consideration transferred                   $ 26,000,000      
SaltStack, Inc.                          
Business Acquisition [Line Items]                          
Total purchase price   $ 51,000,000                      
Intangible assets   29,000,000                      
Goodwill   24,000,000                      
Goodwill expected to be deductible for tax purposes   $ 0                      
SaltStack, Inc. | Completed technology                          
Business Acquisition [Line Items]                          
Useful lives (in years)   3 years                      
Datrium, Inc.                          
Business Acquisition [Line Items]                          
Total purchase price     $ 137,000,000                    
Intangible assets     25,000,000                    
Goodwill     $ 91,000,000                    
Goodwill, purchase adjustments 40,000,000                        
Datrium, Inc. | Completed technology | Minimum                          
Business Acquisition [Line Items]                          
Useful lives (in years)     3 years                    
Datrium, Inc. | Completed technology | Maximum                          
Business Acquisition [Line Items]                          
Useful lives (in years)     5 years                    
Lastline, Inc.                          
Business Acquisition [Line Items]                          
Total purchase price     $ 114,000,000                    
Intangible assets     29,000,000                    
Goodwill     86,000,000                    
Goodwill expected to be deductible for tax purposes     $ 0                    
Lastline, Inc. | Completed technology | Minimum                          
Business Acquisition [Line Items]                          
Useful lives (in years)     1 year                    
Lastline, Inc. | Completed technology | Maximum                          
Business Acquisition [Line Items]                          
Useful lives (in years)     4 years                    
Nyansa, Inc.                          
Business Acquisition [Line Items]                          
Total purchase price       $ 38,000,000                  
Intangible assets       14,000,000                  
Goodwill       24,000,000                  
Goodwill expected to be deductible for tax purposes       $ 0                  
Nyansa, Inc. | Completed technology | Minimum                          
Business Acquisition [Line Items]                          
Useful lives (in years)       1 year                  
Nyansa, Inc. | Completed technology | Maximum                          
Business Acquisition [Line Items]                          
Useful lives (in years)       4 years                  
Other Acquisitions                          
Business Acquisition [Line Items]                          
Total purchase price         $ 68,000,000           $ 62,000,000    
Intangible assets 52,000,000                   52,000,000    
Goodwill $ 16,000,000       $ 48,000,000           $ 16,000,000    
Number of other acquisitions         4           5    
Other Acquisitions | Completed technology                          
Business Acquisition [Line Items]                          
Intangible assets         $ 21,000,000                
Other Acquisitions | Completed technology | Minimum                          
Business Acquisition [Line Items]                          
Useful lives (in years)         1 year           1 year    
Other Acquisitions | Completed technology | Maximum                          
Business Acquisition [Line Items]                          
Useful lives (in years)         5 years           5 years    
Carbon Black                          
Business Acquisition [Line Items]                          
Total purchase price         $ 2,000,000,000.0                
Intangible assets                         $ 492,000,000
Goodwill                         1,588,000,000
Goodwill expected to be deductible for tax purposes         $ 0                
Blended price per share (in USD per share) | $ / shares         $ 26.00                
Consideration held with a third-party paying agent         $ 18,000,000                
Award requisite service period (in years)         2 years                
Fair value of assumed unvested equity awards         $ 181,000,000                
Weighted-average remaining recognition period         3 years                
Share conversion ratio         0.2                
Cash acquired from acquisition         $ 111,000,000                
Carbon Black | Equity Attributable to Pre-Combination Services                          
Business Acquisition [Line Items]                          
Fair value of assumed unvested equity awards, pre-combination service cost         10,000,000                
Carbon Black | Equity Attributable to Post Combination Services                          
Business Acquisition [Line Items]                          
Fair value of assumed unvested equity awards         $ 171,000,000                
Carbon Black | Customer relationships and customer lists                          
Business Acquisition [Line Items]                          
Intangible assets                         215,000,000
Carbon Black | Purchased technology                          
Business Acquisition [Line Items]                          
Intangible assets                         $ 232,000,000
Avi Networks, Inc.                          
Business Acquisition [Line Items]                          
Total purchase price           $ 326,000,000              
Intangible assets           94,000,000              
Goodwill           228,000,000              
Goodwill expected to be deductible for tax purposes           $ 0              
Award requisite service period (in years)           3 years              
Cash acquired from acquisition           $ 9,000,000              
Consideration held in escrow           27,000,000              
Avi Networks, Inc. | Equity Attributable to Post Combination Services                          
Business Acquisition [Line Items]                          
Fair value of assumed unvested equity awards           $ 32,000,000              
Weighted-average remaining recognition period           3 years              
Avi Networks, Inc. | Completed technology                          
Business Acquisition [Line Items]                          
Intangible assets           $ 79,000,000              
Avi Networks, Inc. | Customer relationships and customer lists                          
Business Acquisition [Line Items]                          
Intangible assets           $ 15,000,000              
Avi Networks, Inc. | Developed technology rights and customer relationships | Minimum                          
Business Acquisition [Line Items]                          
Useful lives (in years)           1 year              
Avi Networks, Inc. | Developed technology rights and customer relationships | Maximum                          
Business Acquisition [Line Items]                          
Useful lives (in years)           8 years              
AetherPal Inc.                          
Business Acquisition [Line Items]                          
Total purchase price             $ 45,000,000            
Intangible assets             12,000,000            
Goodwill             33,000,000            
Goodwill expected to be deductible for tax purposes             $ 0            
AetherPal Inc. | Developed technology rights and customer relationships | Minimum                          
Business Acquisition [Line Items]                          
Useful lives (in years)             3 years            
AetherPal Inc. | Developed technology rights and customer relationships | Maximum                          
Business Acquisition [Line Items]                          
Useful lives (in years)             5 years            
Heptio                          
Business Acquisition [Line Items]                          
Total purchase price               420,000,000          
Cash acquired from acquisition               15,000,000          
Merger consideration payable to employees subject to specified future employment conditions               117,000,000          
Consideration held in escrow               $ 24,000,000          
Requisite service period               4 years          
Compensation expense                     $ 33,000,000 $ 33,000,000  
Heptio | Equity Attributable to Post Combination Services                          
Business Acquisition [Line Items]                          
Fair value of assumed unvested equity awards               $ 47,000,000          
Weighted-average remaining recognition period               3 years          
CloudHealth Technologies                          
Business Acquisition [Line Items]                          
Total purchase price                 495,000,000        
Cash acquired from acquisition                 $ 26,000,000        
XML 85 R67.htm IDEA: XBRL DOCUMENT v3.21.1
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Assets Acquired and Liabilities Assumed) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Oct. 08, 2019
Feb. 01, 2019
Business Acquisition [Line Items]        
Goodwill $ 9,599 $ 9,329   $ 7,418
Carbon Black        
Business Acquisition [Line Items]        
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  
XML 86 R68.htm IDEA: XBRL DOCUMENT v3.21.1
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Intangible Assets Detail) (Details) - USD ($)
$ in Millions
12 Months Ended
Oct. 08, 2019
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Feb. 02, 2019
Finite-Lived Intangible Assets [Line Items]          
Gross Carrying Amount   $ 1,828 $ 1,922    
Accumulated Amortization   (835) (750)    
Net Book Value   993 1,172 $ 966  
Amortization expense   328 300 $ 247  
Purchased technology          
Finite-Lived Intangible Assets [Line Items]          
Gross Carrying Amount   948 1,030    
Accumulated Amortization   (462) (488)    
Net Book Value   $ 486 $ 542    
Purchased technology | Weighted Average          
Finite-Lived Intangible Assets [Line Items]          
Weighted-Average Useful Lives (in years)   5 years 3 months 18 days 5 years 8 months 12 days    
Customer relationships and customer lists          
Finite-Lived Intangible Assets [Line Items]          
Gross Carrying Amount   $ 727 $ 739    
Accumulated Amortization   (281) (200)    
Net Book Value   $ 446 $ 539    
Customer relationships and customer lists | Weighted Average          
Finite-Lived Intangible Assets [Line Items]          
Weighted-Average Useful Lives (in years)   11 years 4 months 24 days 11 years 4 months 24 days    
Trademarks and tradenames          
Finite-Lived Intangible Assets [Line Items]          
Gross Carrying Amount   $ 132 $ 131    
Accumulated Amortization   (78) (58)    
Net Book Value   $ 54 $ 73    
Trademarks and tradenames | Weighted Average          
Finite-Lived Intangible Assets [Line Items]          
Weighted-Average Useful Lives (in years)   7 years 7 months 6 days 7 years 7 months 6 days    
Other          
Finite-Lived Intangible Assets [Line Items]          
Gross Carrying Amount   $ 21 $ 22    
Accumulated Amortization   (14) (4)    
Net Book Value   $ 7 $ 18    
Other | Weighted Average          
Finite-Lived Intangible Assets [Line Items]          
Weighted-Average Useful Lives (in years)   2 years 2 years    
Leasehold interest | Accounting Standards Update 2016-02          
Finite-Lived Intangible Assets [Line Items]          
Net Book Value         $ 116
Carbon Black          
Finite-Lived Intangible Assets [Line Items]          
Intangible assets $ 492        
Carbon Black | Purchased technology          
Finite-Lived Intangible Assets [Line Items]          
Weighted-Average Useful Lives (in years) 4 years 2 months 12 days        
Intangible assets $ 232        
Carbon Black | Customer relationships and customer lists          
Finite-Lived Intangible Assets [Line Items]          
Weighted-Average Useful Lives (in years) 7 years        
Intangible assets $ 215        
Carbon Black | Trademarks and tradenames          
Finite-Lived Intangible Assets [Line Items]          
Weighted-Average Useful Lives (in years) 5 years        
Intangible assets $ 25        
Carbon Black | Other          
Finite-Lived Intangible Assets [Line Items]          
Weighted-Average Useful Lives (in years) 2 years        
Intangible assets $ 20        
XML 87 R69.htm IDEA: XBRL DOCUMENT v3.21.1
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Roll-forward of Intangible Assets) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Finite-lived Intangible Assets [Roll Forward]      
Balance, beginning of the year $ 1,172 $ 966  
Additions to intangible assets related to business combinations 149 622  
Amortization expense (328) (300) $ (247)
Derecognized leasehold interest 0 (116)  
Balance, end of the year $ 993 $ 1,172 $ 966
XML 88 R70.htm IDEA: XBRL DOCUMENT v3.21.1
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Amortization of Intangible Assets) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract]      
2022 $ 300    
2023 249    
2024 197    
2025 104    
2026 64    
Thereafter 79    
Net Book Value $ 993 $ 1,172 $ 966
XML 89 R71.htm IDEA: XBRL DOCUMENT v3.21.1
Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Changes in Carrying Amount of Goodwill) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Goodwill [Roll Forward]    
Balance, beginning of the year $ 9,329 $ 7,418
Increase in goodwill due to business combinations and related adjustments 270 1,911
Balance, end of the year $ 9,599 $ 9,329
XML 90 R72.htm IDEA: XBRL DOCUMENT v3.21.1
Realignment (Narrative) (Details)
$ in Millions
12 Months Ended
Jan. 29, 2021
USD ($)
position
Jan. 31, 2020
USD ($)
position
Feb. 01, 2019
USD ($)
Restructuring Cost and Reserve [Line Items]      
Number of positions eliminated | position 280 1,100  
Realignment Expense [1] $ 42 $ 79 $ 9
Severance-related costs      
Restructuring Cost and Reserve [Line Items]      
Realignment Expense $ 42 $ 79  
[1] Includes stock-based compensation as follows:
Cost of license revenue$$$
Cost of subscription and SaaS revenue19 13 
Cost of services revenue99 83 58 
Research and development524 459 391 
Sales and marketing322 293 226 
General and administrative157 168 117 
XML 91 R73.htm IDEA: XBRL DOCUMENT v3.21.1
Realignment (Schedule of Restructuring Reserve) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Restructuring Reserve [Roll Forward]      
Realignment Expense [1] $ 42 $ 79 $ 9
Severance-related costs      
Restructuring Reserve [Roll Forward]      
Balance as of beginning of period 74 0  
Realignment Expense 42 79  
Utilization (113) (5)  
Balance as of end of period $ 3 $ 74 $ 0
[1] Includes stock-based compensation as follows:
Cost of license revenue$$$
Cost of subscription and SaaS revenue19 13 
Cost of services revenue99 83 58 
Research and development524 459 391 
Sales and marketing322 293 226 
General and administrative157 168 117 
XML 92 R74.htm IDEA: XBRL DOCUMENT v3.21.1
Net Income Per Share (Computations of Basic and Diluted Net Income Per Share) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Earnings Per Share [Abstract]      
Net income attributable to VMware, Inc. $ 2,058 $ 6,412 $ 1,650
Weighted-average shares, basic for Classes A and B (in shares) 419,841 417,058 413,769
Effect of dilutive securities (in shares) 3,399 8,177 7,362
Weighted-average shares, diluted for Classes A and B (in shares) 423,240 425,235 421,131
Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes A and B (in USD per share) $ 4.90 $ 15.37 $ 3.99
Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes A and B (in USD per share) $ 4.86 $ 15.08 $ 3.92
XML 93 R75.htm IDEA: XBRL DOCUMENT v3.21.1
Net Income Per Share (Anti-Dilutive Shares Excluded From Net Income) (Details) - Class A Common Stock - shares
shares in Thousands
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive securities, amount (in shares) 5,188 349 305
Employee stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive securities, amount (in shares) 150 34 50
Restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive securities, amount (in shares) 5,038 315 255
XML 94 R76.htm IDEA: XBRL DOCUMENT v3.21.1
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Cash and Cash Equivalents) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Cash equivalents:    
Cash and cash equivalents $ 4,692 $ 2,915
Cash equivalents 3,800 2,300
Money-market funds    
Cash equivalents:    
Cash equivalents 3,700 2,200
Time deposits    
Cash equivalents:    
Cash equivalents $ 102 $ 102
XML 95 R77.htm IDEA: XBRL DOCUMENT v3.21.1
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Restricted Cash) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Feb. 02, 2018
Investments, Debt and Equity Securities [Abstract]        
Cash and cash equivalents $ 4,692 $ 2,915    
Restricted cash within other current assets 56 83    
Restricted cash within other assets 22 33    
Total cash, cash equivalents and restricted cash $ 4,770 $ 3,031 $ 3,596 $ 6,076
XML 96 R78.htm IDEA: XBRL DOCUMENT v3.21.1
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Short-Term Investments) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Investments, Debt and Equity Securities [Abstract]    
Short-term investments $ 23 $ 0
XML 97 R79.htm IDEA: XBRL DOCUMENT v3.21.1
Debt (Narrative) (Details)
3 Months Ended 12 Months Ended
May 11, 2020
USD ($)
Apr. 07, 2020
USD ($)
debt_instrument
Sep. 12, 2017
USD ($)
extension
Oct. 30, 2020
USD ($)
Jan. 29, 2021
USD ($)
Jan. 31, 2020
USD ($)
Feb. 01, 2019
USD ($)
Sep. 26, 2019
USD ($)
Sep. 08, 2017
USD ($)
Debt Instrument [Line Items]                  
Interest expense         $ 204,000,000 $ 149,000,000 $ 134,000,000    
Long-term debt         4,717,000,000 2,731,000,000      
Repayment of term loan         1,500,000,000 1,900,000,000 0    
Term Loan | Unsecured Debt                  
Debt Instrument [Line Items]                  
Interest expense         17,000,000 15,000,000      
Term loan maximum borrowing capacity               $ 2,000,000,000.0  
Repayment of term loan       $ 1,500,000,000          
Short-term debt           1,500,000,000      
Senior Notes                  
Debt Instrument [Line Items]                  
Number of debt instruments | debt_instrument   3              
Proceeds from debt issuance   $ 2,000,000,000.0              
Debt discount   3,000,000     7,000,000 5,000,000      
Debt issuance costs   $ 17,000,000              
Interest expense         $ 183,000,000 129,000,000 129,000,000    
Repurchase price as percent of principal         101.00%        
Long-term debt         $ 4,717,000,000 3,979,000,000      
Senior Notes | Note Due August 2020                  
Debt Instrument [Line Items]                  
Long-term debt $ 1,300,000,000                
Line of Credit | Revolving Credit Facility                  
Debt Instrument [Line Items]                  
Credit facility maximum borrowing capacity     $ 1,000,000,000.0           $ 100,000,000
Line of credit term     5 years            
Number of line of credit term extensions | extension     2            
Line of credit term extension duration     1 year            
Long-term debt         $ 0 0 0    
Borrowings under credit facility, net of issuance costs             15,000,000    
Repayment of credit facility             $ 35,000,000    
Unsecured Debt | Term Loan                  
Debt Instrument [Line Items]                  
Borrowings, net of issuance costs           3,400,000,000      
Repayment of term loan           $ 1,900,000,000      
XML 98 R80.htm IDEA: XBRL DOCUMENT v3.21.1
Debt (Carrying Value of Senior Notes) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Apr. 07, 2020
Jan. 31, 2020
Debt Instrument [Line Items]      
Net carrying amount $ 4,717   $ 2,731
Senior Notes      
Debt Instrument [Line Items]      
Long-term debt 4,750   4,000
Less: unamortized discount (7) $ (3) (5)
Less: unamortized debt issuance costs (26)   (16)
Net carrying amount 4,717   3,979
Current portion of long-term debt 0   1,248
Long-term debt 4,717   $ 2,731
Senior Notes | 2.30% Senior Note Due August 21, 2020      
Debt Instrument [Line Items]      
Interest rate     2.30%
Long-term debt $ 0   $ 1,250
Effective Interest Rate 2.56%    
Senior Notes | 2.95% Senior Note Due August 21, 2022      
Debt Instrument [Line Items]      
Interest rate 2.95%   2.95%
Long-term debt $ 1,500   $ 1,500
Effective Interest Rate 3.17%    
Senior Notes | 3.90% Senior Note Due August 21, 2027      
Debt Instrument [Line Items]      
Interest rate 3.90%   3.90%
Long-term debt $ 1,250   $ 1,250
Effective Interest Rate 4.05%    
Senior Notes | 4.50% Senior Note Due May 15, 2025      
Debt Instrument [Line Items]      
Interest rate 4.50%    
Long-term debt $ 750   0
Effective Interest Rate 4.70%    
Senior Notes | 4.65% Senior Note Due May 15, 2027      
Debt Instrument [Line Items]      
Interest rate 4.65%    
Long-term debt $ 500   0
Effective Interest Rate 4.80%    
Senior Notes | 4.70% Senior Note Due May 15, 2030      
Debt Instrument [Line Items]      
Interest rate 4.70%    
Long-term debt $ 750   $ 0
Effective Interest Rate 4.86%    
XML 99 R81.htm IDEA: XBRL DOCUMENT v3.21.1
Fair Value Measurements (Fair Value Hierarchy) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term investments $ 23  
Cash and Cash Equivalents | Cash equivalents    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 3,840 $ 2,260
Cash and Cash Equivalents | Cash equivalents | Level 1    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 3,738 2,158
Cash and Cash Equivalents | Cash equivalents | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 102 102
Cash and Cash Equivalents | Money-market funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 3,738 2,158
Cash and Cash Equivalents | Money-market funds | Level 1    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 3,738 2,158
Cash and Cash Equivalents | Money-market funds | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Cash and Cash Equivalents | Time deposits    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 102 102
Cash and Cash Equivalents | Time deposits | Level 1    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Cash and Cash Equivalents | Time deposits | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 102 $ 102
Short-term Investments    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term investments 23  
Short-term Investments | Level 1    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term investments 23  
Short-term Investments | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term investments $ 0  
XML 100 R82.htm IDEA: XBRL DOCUMENT v3.21.1
Fair Value Measurements (Narrative) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Deferred compensation plan assets $ 140 $ 106  
Investment at fair value 162    
Investment at fair value included in other assets 139    
Investment at fair value included in short-term investments 23    
Sale of marketable equity securities 26    
Investment at carrying value   25  
Securities without readily determinable fair value 129 134  
Unrealized loss on equity securities without a readily determinable fair value 14   $ 13
Unrealized gain on equity securities without a readily determinable fair value   16  
Level 2 | Notes Payable | Dell      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of debt 276 269  
Level 2 | Senior Notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of debt 5,300 4,100  
Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Unrealized gain on adjustment of investments to fair value $ 163 $ 21  
XML 101 R83.htm IDEA: XBRL DOCUMENT v3.21.1
Derivatives and Hedging Activities (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Derivative [Line Items]      
Gain (loss) on forward contracts not designated as hedging instruments $ (63) $ 54 $ 69
Combined gain (loss) on settlement of forward contracts and the underlying foreign currency denominated assets and liabilities $ 31 31  
Foreign Exchange Forward | Not Designated As Hedging Instrument      
Derivative [Line Items]      
Forward contract maturity 1 month    
Notional amount $ 1,200 1,100  
Cash Flow Hedging | Foreign Exchange Forward | Designated As Hedging Instrument      
Derivative [Line Items]      
Notional amount $ 486 $ 480  
Cash Flow Hedging | Foreign Exchange Forward | Designated As Hedging Instrument | Maximum      
Derivative [Line Items]      
Forward contract maturity 12 months    
XML 102 R84.htm IDEA: XBRL DOCUMENT v3.21.1
Property and Equipment, Net (Components of Property and Equipment) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Property, Plant and Equipment [Line Items]    
Property and equipment $ 2,971 $ 2,718
Accumulated depreciation (1,637) (1,438)
Total property and equipment, net 1,334 1,280
Equipment and software    
Property, Plant and Equipment [Line Items]    
Property and equipment 1,620 1,404
Buildings and improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment 1,137 1,088
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment 132 120
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment $ 82 $ 106
XML 103 R85.htm IDEA: XBRL DOCUMENT v3.21.1
Property and Equipment, Net (Narrative) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Property, Plant and Equipment [Abstract]      
Depreciation $ 253 $ 234 $ 211
XML 104 R86.htm IDEA: XBRL DOCUMENT v3.21.1
Leases (Narrative) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Lessee, Lease, Description [Line Items]    
Lease expense $ 230 $ 206
Sublease income $ 20 $ 22
Minimum    
Lessee, Lease, Description [Line Items]    
Term of lease contract 1 month  
Maximum    
Lessee, Lease, Description [Line Items]    
Term of lease contract 25 years  
XML 105 R87.htm IDEA: XBRL DOCUMENT v3.21.1
Leases (Lease Cost) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Leases [Abstract]    
Operating lease expense $ 190 $ 167
Finance lease expense:    
Amortization of ROU assets 6 4
Interest on lease liabilities 2 1
Total finance lease expense 8 5
Short-term lease expense 3 3
Variable lease expense 29 31
Total lease expense $ 230 $ 206
XML 106 R88.htm IDEA: XBRL DOCUMENT v3.21.1
Leases (Lease Cash Flow) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases $ 174 $ 167  
Operating cash flows from finance leases 1 2  
Financing cash flows from finance leases 4 1 $ 0
ROU assets obtained in exchange for lease liabilities:      
Operating leases 275 226  
Finance leases $ 1 $ 63  
XML 107 R89.htm IDEA: XBRL DOCUMENT v3.21.1
Leases (Lease Assets and Liabilities) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Operating Leases    
ROU assets, non-current $ 997 $ 886
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:OtherAssets us-gaap:OtherAssets
Lease liabilities, current $ 109 $ 109
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Accrued expenses and other Accrued expenses and other
Lease liabilities, non-current $ 891 $ 746
Total lease liabilities 1,000 855
Finance Leases    
ROU assets, non-current $ 53 $ 58
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization
Lease liabilities, current $ 5 $ 4
Lease liabilities, non-current 50 55
Total lease liabilities $ 55 $ 59
XML 108 R90.htm IDEA: XBRL DOCUMENT v3.21.1
Leases (Lease Term and Discount Rate) (Details)
Jan. 29, 2021
Jan. 31, 2020
Weighted-average remaining lease term (in years)    
Operating leases 12 years 7 months 6 days 13 years 3 months 18 days
Finance leases 8 years 3 months 18 days 9 years 2 months 12 days
Weighted-average discount rate    
Operating leases 3.50% 3.80%
Finance leases 2.90% 3.10%
XML 109 R91.htm IDEA: XBRL DOCUMENT v3.21.1
Leases (Lease Liability Maturity) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Operating Leases    
2022 $ 141  
2023 166  
2024 135  
2025 105  
2026 88  
Thereafter 651  
Total future minimum lease payments 1,286  
Less: Imputed interest (286)  
Total lease liabilities 1,000 $ 855
Finance Leases    
2022 6  
2023 7  
2024 7  
2025 6  
2026 8  
Thereafter 27  
Total future minimum lease payments 61  
Less: Imputed interest (6)  
Total lease liabilities 55 $ 59
Legally binding minimum lease payments for leases signed but not yet commenced $ 72  
XML 110 R92.htm IDEA: XBRL DOCUMENT v3.21.1
Accrued Expenses and Other (Components of Accrued Expenses) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Payables and Accruals [Abstract]    
Accrued employee related expenses $ 1,266 $ 845
Accrued partner liabilities 218 181
Customer deposits 294 247
Other 604 878
Total $ 2,382 $ 2,151
XML 111 R93.htm IDEA: XBRL DOCUMENT v3.21.1
Accrued Expenses and Other (Narrative) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 24, 2020
Jan. 31, 2020
Dec. 31, 2019
Cirba Inc. Vs. VMware      
Loss Contingencies [Line Items]      
Damages awarded $ 237 $ 237  
Pivotal      
Loss Contingencies [Line Items]      
Accrual for amounts owed to dissenting shareholders   $ 155 $ 155
XML 112 R94.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes (Income (Loss) Before Income Taxes) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Income Tax Disclosure [Abstract]      
Domestic $ 932 $ 895 $ 680
Foreign 1,450 543 1,149
Total income before income tax $ 2,382 $ 1,438 $ 1,829
XML 113 R95.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes (Tax Expense (Benefit) by Jurisdiction) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Federal:      
Current $ 157 $ 78 $ 181
Deferred (19) (219) (92)
Total 138 (141) 89
State:      
Current 73 45 31
Deferred (14) (44) (10)
Total 59 1 21
Foreign:      
Current 246 240 137
Deferred (119) (5,018) (8)
Total 127 (4,778) 129
Total provision (benefit) for income taxes $ 324 $ (4,918) $ 239
XML 114 R96.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes (Narrative) (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Aug. 31, 2019
Aug. 02, 2019
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Oct. 30, 2020
Jul. 31, 2020
Schedule of Income Taxes [Line Items]              
Net excess tax benefits     $ 41 $ 182 $ 116    
Deferred tax asset, intra-entity transfer other than inventory   $ 4,900 59 4,900     $ 59
Deferred tax assets     5,781 5,556      
Deferred tax liabilities     60 16      
Deferred tax liabilities, investments in equity securities           $ 52  
Valuation allowance     366 332      
Increase (decrease) in valuation allowance     (34)        
Increase (decrease) to stockholders' equity from tax sharing agreement     $ (46) 85 2    
Transition tax, payment period     5 years        
Net unrecognized tax benefits, including interest and penalties     $ 352 323      
Unrecognized tax benefits that would impact effective tax rate     341 313      
Unrecognized tax benefits, interest and penalties on income taxes accrued     48 48      
Unrecognized tax benefits, interest and penalties on income tax expense         15    
Reduction in total unrecognized tax benefits reasonably possible within next 12 months, minimum     14        
Dell              
Schedule of Income Taxes [Line Items]              
Income tax due to related parties, non-current     451 529      
Dell | Tax sharing agreement              
Schedule of Income Taxes [Line Items]              
Increase (decrease) to stockholders' equity from tax sharing agreement       25 15    
State Net Operating Loss Carryforwards, State R&D Tax Credits, Capital Losses, and Certain non-U.S. Net Operating Losses              
Schedule of Income Taxes [Line Items]              
Valuation allowance     366 332      
Research Tax Credit Carryforward              
Schedule of Income Taxes [Line Items]              
Tax carryforward     46 34      
Pivotal | Dell | Tax sharing agreement              
Schedule of Income Taxes [Line Items]              
Cash paid for taxes, net $ 27       $ 44    
IRS              
Schedule of Income Taxes [Line Items]              
Operating loss carryforwards     655 971      
State and Local Jurisdiction              
Schedule of Income Taxes [Line Items]              
Operating loss carryforwards     714 940      
International              
Schedule of Income Taxes [Line Items]              
Operating loss carryforwards     191 199      
International | Capital Loss Carryforward              
Schedule of Income Taxes [Line Items]              
Tax carryforward     22 22      
Ireland | International              
Schedule of Income Taxes [Line Items]              
Foreign statutory income tax rate, Ireland   12.50%          
California | State and Local Jurisdiction | Research Tax Credit Carryforward              
Schedule of Income Taxes [Line Items]              
Tax carryforward     $ 323 $ 287      
XML 115 R97.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Jul. 31, 2020
Aug. 02, 2019
Income Tax Disclosure [Abstract]          
Statutory federal tax rate 21.00% 21.00% 21.00%    
State taxes, net of federal benefit 2.00% 0.00% 1.00%    
Tax rate differential for non-U.S. jurisdictions (8.00%) (3.00%) (6.00%)    
U.S. tax credits (10.00%) (17.00%) (11.00%)    
Excess tax benefits from stock-based compensation (1.00%) (11.00%) (6.00%)    
Discrete tax benefit due to IP Transfer (2.00%) (343.00%) 0.00%    
Permanent items 12.00% 9.00% 14.00%    
Effective tax rate 14.00% (344.00%) 13.00%    
Deferred tax asset, intra-entity transfer other than inventory $ 59 $ 4,900   $ 59 $ 4,900
XML 116 R98.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($)
$ in Millions
Jan. 29, 2021
Jan. 31, 2020
Deferred tax assets:    
Accruals and other $ 238 $ 169
Lease liabilities 167 152
Unearned revenue 501 390
Stock-based compensation 86 88
Tax credit and net operating loss carryforwards 553 583
Other assets, net 54 51
Intangible and other non-current assets 4,900 4,804
Gross deferred tax assets 6,499 6,237
Valuation allowance (366) (332)
Total deferred tax assets 6,133 5,905
Deferred tax liabilities:    
Deferred commissions (158) (133)
ROU Assets (145) (131)
Property, plant and equipment, net (109) (101)
Total deferred tax liabilities (412) (365)
Net deferred tax assets $ 5,721 $ 5,540
XML 117 R99.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes (Tax Sharing Agreement) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Related Party Transaction [Line Items]      
Payments from VMware to Dell, net $ 543 $ 369 $ 399
Dell | Tax sharing agreement      
Related Party Transaction [Line Items]      
Payments from VMware to Dell, net $ 307 $ 159 $ 243
XML 118 R100.htm IDEA: XBRL DOCUMENT v3.21.1
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Balance, beginning of the year $ 479 $ 385 $ 305
Tax positions related to current year/period:      
Additions 65 116 57
Tax positions related to prior years/period:      
Additions 12 98 44
Reductions (25) (7) (1)
Settlements (14) (28) (4)
Reductions resulting from a lapse of the statute of limitations (14) (83) (8)
Foreign currency effects 5    
Foreign currency effects   (2) (8)
Balance, end of the year $ 508 $ 479 $ 385
XML 119 R101.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Special Dividend) (Details) - USD ($)
$ / shares in Units, $ in Billions
Dec. 28, 2018
Jul. 01, 2018
Text Block [Abstract]    
Conditional cash dividend   $ 11.0
Dividend paid per share (in USD per share) $ 26.81  
XML 120 R102.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Equity Plans) (Details) - shares
10 Months Ended 12 Months Ended
Jun. 25, 2019
Nov. 30, 2019
Jan. 29, 2021
Pivotal Equity Plan | Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period   4 years  
Pivotal Equity Plan | Employee stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period   48 months  
Class A Common Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Restricted stock unit conversion into common stock (in shares)     1
Class A Common Stock | Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Restricted stock unit conversion into common stock (in shares)     1
Class A Common Stock | VMware 2007 Equity and Incentive Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of additional shares authorized from business acquisitions 13,000,000.0    
Number of shares authorized     145,200,000
Number of shares authorized, anti-dilution adjustment     6,100,000
Number of shares available for grant     17,900,000
Number of shares available for grant, anti-dilution adjustment     2,500,000
Class A Common Stock | VMware 2007 Equity and Incentive Plan | Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Conversion ratio upon vesting     25.00%
Class A Common Stock | VMware 2007 Equity and Incentive Plan | Employee stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period     3 years
Options minimum exercise price as percentage of fair value on grant date     100.00%
Class A Common Stock | VMware 2007 Equity and Incentive Plan | Employee stock options | Vesting at the end of first year      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Conversion ratio upon vesting     25.00%
Class A Common Stock | VMware 2007 Equity and Incentive Plan | Minimum | Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period     3 years
Class A Common Stock | VMware 2007 Equity and Incentive Plan | Minimum | Employee stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Options expiration period     6 years
Class A Common Stock | VMware 2007 Equity and Incentive Plan | Maximum | Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period     4 years
Class A Common Stock | VMware 2007 Equity and Incentive Plan | Maximum | Employee stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Options expiration period     7 years
Class A Common Stock | VMware 2007 Equity and Incentive Plan | Other Acquisitions      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of additional shares authorized from business acquisitions     12,100,000
Class A Common Stock | Conversion from Class B Common Stock into Class A Common Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of shares reserved for conversion     307,200,000
Class B Convertible Common Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Minimum percentage of total outstanding common stock owned required before automatic conversion     20.00%
XML 121 R103.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Stock Repurchase Program) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Jul. 15, 2020
May 29, 2019
Aug. 14, 2017
Class of Stock [Line Items]            
Aggregate purchase price $ 945 $ 1,334 $ 42      
Class A Common Stock            
Class of Stock [Line Items]            
Authorized repurchase amount under stock repurchase program       $ 1,000 $ 1,500 $ 1,000
Remaining authorized repurchase amount 1,100          
Aggregate purchase price $ 945 $ 1,334 $ 42      
Class A common shares repurchased (in shares) 6,944 7,664 286,000      
Weighted-average price per share (in USD per share) $ 136.13 $ 174.02 $ 148.07      
XML 122 R104.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Summary of Restricted Stock Activity) (Details)
$ / shares in Units, $ in Millions
10 Months Ended 12 Months Ended
Nov. 30, 2019
USD ($)
$ / shares
shares
Jan. 29, 2021
USD ($)
$ / shares
shares
Jan. 31, 2020
USD ($)
$ / shares
shares
Feb. 01, 2019
USD ($)
$ / shares
shares
Expected to vest        
Number of Units (in shares)   15,214,000    
Weighted-Average Remaining Contractual Terms (in years)   2 years 7 months 20 days    
Aggregate Intrinsic Value | $   $ 2,097    
Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Conversion ratio or awards upon acquisition   0.1    
Restricted Stock | Pivotal Equity Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Conversion ratio or awards upon acquisition   0.1    
Performance Stock Units (PSUs)        
Number of Units        
Outstanding (in shares)   600,000    
RSUs        
Number of Units        
Outstanding (in shares)   17,200,000    
Class A Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Restricted stock unit conversion into common stock (in shares)   1    
Expected to vest        
Share price (in USD per share) | $ / shares   $ 137.85    
Class A Common Stock | Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Restricted stock unit conversion into common stock (in shares)   1    
Fair value of restricted stock-based awards, vested | $   $ 1,100 $ 1,400 $ 1,100
Aggregate intrinsic value, nonvested | $   $ 2,500    
Number of Units        
Outstanding (in shares)   17,800,000    
Class A Common Stock | Restricted Stock | Pivotal Equity Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Fair value of restricted stock-based awards, vested | $ $ 68      
Number of Units        
Forfeited (in shares)   (21,700,000)    
Class A Common Stock | Restricted Stock | VMware RSUs        
Number of Units        
Outstanding (in shares) 18,215,000 17,474,000 18,215,000 17,360,000
Granted (in shares)   11,201,000 9,074,000 6,663,000
Special Dividend adjustment (in shares)       3,236,000
Vested (in shares)   (8,296,000) (8,179,000) (7,370,000)
Forfeited (in shares)   (2,588,000) (1,636,000) (1,674,000)
Outstanding (in shares)   17,790,000 17,474,000 18,215,000
Weighted-Average Grant Date Fair Value        
Outstanding, weighted-average grant date fair value (in USD per share) | $ / shares $ 90.06 $ 128.38 $ 90.06 $ 78.62
Granted, weighted-average grant date fair value (in USD per share) | $ / shares   149.63 157.07 146.61
Vested, weighted-average grant date fair value (in USD per share) | $ / shares   114.59 80.28 75.45
Forfeited, weighted-average grant date fair value (in USD per share) | $ / shares   137.55 101.29 86.90
Outstanding, weighted-average grant date fair value (in USD per share) | $ / shares   $ 147.46 $ 128.38 $ 90.06
Class A Common Stock | Restricted Stock | VMware RSUs | Pivotal        
Number of Units        
Granted (in shares)   2,200,000    
Class A Common Stock | Restricted Stock | Pivotal RSUs        
Number of Units        
Outstanding (in shares) 9,501,000 0 9,501,000 0
Granted (in shares)     20,504,000 9,854,000
Vested (in shares)     (4,009,000) 0
Forfeited (in shares)     (25,996,000) (353,000)
Outstanding (in shares)     0 9,501,000
Weighted-Average Grant Date Fair Value        
Outstanding, weighted-average grant date fair value (in USD per share) | $ / shares $ 15.77 $ 0 $ 15.77 $ 0
Granted, weighted-average grant date fair value (in USD per share) | $ / shares     16.02 15.78
Vested, weighted-average grant date fair value (in USD per share) | $ / shares     15.56 0
Forfeited, weighted-average grant date fair value (in USD per share) | $ / shares     16.01 16.09
Outstanding, weighted-average grant date fair value (in USD per share) | $ / shares     $ 0 $ 15.77
Class A Common Stock | Performance Stock Units (PSUs) | Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Conversion ratio or awards upon acquisition   0.1    
Class A Common Stock | Performance Stock Units (PSUs) | Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Conversion ratio or awards upon acquisition   2.0    
XML 123 R105.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Employee Stock Purchase Plan) (Details) - Employee stock - Class A Common Stock - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
10 Months Ended 12 Months Ended
Jun. 25, 2019
Nov. 30, 2019
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
ESPP          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Number of additional shares authorized 9,000        
Number of shares authorized     32,300    
Fair market value at grant purchase price, percentage     85.00%    
Fair market value at grant exercise price, percentage     85.00%    
Number of shares reserved for future issuance     12,300    
Cash proceeds     $ 207 $ 172 $ 161
Class A common shares purchased (shares)     2,025 1,489 1,895
Weighted-average price (USD per share)     $ 102.44 $ 115.51 $ 84.95
ESPP withholdings     $ 107    
Pivotal ESPP          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Fair market value at grant purchase price, percentage   85.00%      
Fair market value at grant exercise price, percentage   85.00%      
XML 124 R106.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Summary of Stock Option Activity) (Details)
$ / shares in Units, shares in Thousands, $ in Millions
12 Months Ended
Jan. 29, 2021
USD ($)
$ / shares
shares
Jan. 31, 2020
USD ($)
$ / shares
shares
Feb. 01, 2019
USD ($)
$ / shares
shares
Class A Common Stock      
Weighted-Average Exercise Price      
Options, exercisable, intrinsic value | $ $ 111 $ 103 $ 56
Share price (in USD per share) | $ / shares $ 137.85    
Fair value vested in period | $ $ 92 $ 64 $ 35
VMware Stock Options      
Weighted-Average Exercise Price      
Options, exercisable, outstanding (in shares) 769    
Options, exercisable, weighted average exercise price (USD per share) | $ / shares $ 54.72    
Options, exercisable, weighted average remaining contractual term (in years) 5 years 1 month 13 days    
Options, exercisable, intrinsic value | $ $ 64    
Options vested and expected to vest, outstanding (in shares) 1,228    
Options vested and expected to vest, weighted average exercise price (in USD per share) | $ / shares $ 58.26    
Options vested and expected to vest, weighted average remaining contractual term (in years) 5 years 10 months 20 days    
Options, vested and expected to vest, intrinsic value | $ $ 98    
VMware Stock Options | Class A Common Stock      
Number of Shares      
Outstanding, Beginning balance (in shares) 2,615 1,969 1,647
Granted (in shares) 31 1,571 574
Special Dividend adjustment (in shares)     348
Forfeited (in shares) (156) (149) (31)
Expired (in shares)   0 0
Exercised (in shares) (1,247) (776) (569)
Outstanding, Ending balance (in shares) 1,243 2,615 1,969
Weighted-Average Exercise Price      
Outstanding, Beginning balance (in USD per share) | $ / shares $ 56.58 $ 36.50 $ 54.63
Granted (in USD per share) | $ / shares 43.20 73.19 16.07
Forfeited (in USD per share) | $ / shares 70.75 52.83 24.44
Expired (in USD per share) | $ / shares   0 0
Exercised (in USD per share) | $ / shares 52.34 39.94 46.73
Outstanding, Ending balance (in USD per share) | $ / shares $ 58.68 $ 56.58 $ 36.50
Intrinsic value of stock options outstanding | $ $ 98    
VMware Stock Options | Class A Common Stock | Pivotal      
Number of Shares      
Granted (in shares)   600  
Pivotal Stock Options | Employee stock options      
Weighted-Average Exercise Price      
Conversion ratio or awards upon acquisition   0.1  
Pivotal Stock Options | Class A Common Stock      
Number of Shares      
Outstanding, Beginning balance (in shares) 0 45,901 54,388
Granted (in shares)   0 2,832
Forfeited (in shares)   (10,822) (2,028)
Expired (in shares)   (128) (273)
Exercised (in shares)   (34,951) (9,018)
Outstanding, Ending balance (in shares)   0 45,901
Weighted-Average Exercise Price      
Outstanding, Beginning balance (in USD per share) | $ / shares $ 0 $ 8.31 $ 7.82
Granted (in USD per share) | $ / shares   0 14.03
Forfeited (in USD per share) | $ / shares   10.65 9.35
Expired (in USD per share) | $ / shares   10.10 7.02
Exercised (in USD per share) | $ / shares   7.59 6.89
Outstanding, Ending balance (in USD per share) | $ / shares   $ 0 $ 8.31
Options, exercisable, intrinsic value | $ $ 278 $ 97  
Fair value vested in period | $ $ 27 $ 41  
Pivotal Stock Options | Class A Common Stock | Pivotal      
Number of Shares      
Forfeited (in shares)   (6,200)  
Exercised (in shares)   (22,400)  
XML 125 R107.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Shares Repurchased for Tax Withholdings) (Details) - USD ($)
shares in Millions, $ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock repurchased during period, value $ 413 $ 521 $ 373
Class A Common Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock repurchased during period (in shares) 3.0 3.0 2.6
Stock repurchased during period, value $ 413 $ 521 $ 373
XML 126 R108.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Net Excess Tax Benefits) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Stockholders' Equity Note [Abstract]      
Net excess tax benefits $ 41 $ 182 $ 116
XML 127 R109.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Share-Based Compensation) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Nov. 02, 2018
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-based compensation $ 1,122 $ 1,017 $ 800  
Income tax benefit (231) (347) (253)  
Total stock-based compensation, net of tax 891 670 547  
Unrecognized compensation cost for stock options and restricted stock $ 1,900     $ 39
Weighted-average remaining recognition period 1 year 6 months      
Cost of license revenue        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-based compensation $ 1 1 1  
Cost of subscription and SaaS revenue        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-based compensation 19 13 7  
Cost of services revenue        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-based compensation 99 83 58  
Research and development        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-based compensation 524 459 391  
Sales and marketing        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-based compensation 322 293 226  
General and administrative        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Stock-based compensation $ 157 $ 168 $ 117  
XML 128 R110.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Share-Based Compensation Valuation Method) (Details) - $ / shares
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Pivotal Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Dividend yield (as a percent)     0.00%
Employee stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Dividend yield (as a percent) 0.00% 0.00% 0.00%
Expected volatility (as a percent) 38.80% 34.00% 31.90%
Risk-free interest rate (as a percent) 0.40% 1.50% 2.90%
Expected term (in years) 2 years 7 months 6 days 2 years 8 months 12 days 3 years 2 months 12 days
Weighted-average fair value at grant (USD per share) $ 102.55 $ 98.00 $ 143.01
Employee stock options | Pivotal Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility (as a percent)     33.40%
Risk-free interest rate (as a percent)     2.80%
Expected term (in years)     6 years 29 days
Weighted-average fair value at grant (USD per share)     $ 5.23
Employee stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Dividend yield (as a percent) 0.00% 0.00% 0.00%
Expected volatility (as a percent) 36.10% 27.40% 33.50%
Risk-free interest rate (as a percent) 1.00% 1.70% 2.00%
Expected term (in years) 8 months 12 days 7 months 6 days 9 months 18 days
Weighted-average fair value at grant (USD per share) $ 33.60 $ 35.66 $ 34.72
XML 129 R111.htm IDEA: XBRL DOCUMENT v3.21.1
Stockholders' Equity (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]      
Balance $ 7,009    
Unrealized gains (losses), net of tax provision (benefit) of $—, $— and $— (1)    
Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income (loss), net of tax (provision) benefit   $ (2)  
Other comprehensive income (loss), net (1) (2) $ 6
Balance 9,051 7,009  
Total      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]      
Balance (4) (2)  
Other comprehensive income (loss), net (1) (2) 2
Balance (5) (4) (2)
Tax (provision) benefit on amounts reclassified from accumulated other comprehensive income   0  
Tax provision (benefit) before reclassifications 0    
Unrealized Gain (Loss) on Forward Contracts      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]      
Balance 0 2  
Unrealized gains (losses), net of tax provision (benefit) of $—, $— and $— (1)    
Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income (loss), net of tax (provision) benefit   (2)  
Other comprehensive income (loss), net (1) (2)  
Balance (1) 0 2
Tax (provision) benefit on amounts reclassified from accumulated other comprehensive income   0  
Tax provision (benefit) before reclassifications 0    
Foreign Currency Translation Adjustments      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]      
Balance (4) (4)  
Unrealized gains (losses), net of tax provision (benefit) of $—, $— and $— 0    
Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income (loss), net of tax (provision) benefit   0  
Other comprehensive income (loss), net 0 0  
Balance (4) (4) $ (4)
Tax (provision) benefit on amounts reclassified from accumulated other comprehensive income   $ 0  
Tax provision (benefit) before reclassifications $ 0    
XML 130 R112.htm IDEA: XBRL DOCUMENT v3.21.1
Segment Information (Schedule of Revenue by Type) (Details)
$ in Millions
12 Months Ended
Jan. 29, 2021
USD ($)
segment
Jan. 31, 2020
USD ($)
Feb. 01, 2019
USD ($)
Segment Reporting [Abstract]      
Number of reportable segments | segment 1    
Disaggregation of Revenue [Line Items]      
Revenue [1] $ 11,767 $ 10,811 $ 9,613
Total license and subscription and SaaS      
Disaggregation of Revenue [Line Items]      
Revenue 5,620 5,058 4,345
License      
Disaggregation of Revenue [Line Items]      
Revenue [1] 3,033 3,181 3,042
Subscription and SaaS      
Disaggregation of Revenue [Line Items]      
Revenue [1] 2,587 1,877 1,303
Total services      
Disaggregation of Revenue [Line Items]      
Revenue [1] 6,147 5,753 5,268
Software maintenance      
Disaggregation of Revenue [Line Items]      
Revenue 5,105 4,754 4,351
Professional services      
Disaggregation of Revenue [Line Items]      
Revenue $ 1,042 $ 999 $ 917
[1] Includes related party revenue as follows (refer to Note D):
License$1,598 $1,569 $1,176 
Subscription and SaaS524 342 217 
Services1,994 1,459 1,003 
XML 131 R113.htm IDEA: XBRL DOCUMENT v3.21.1
Segment Information (Schedule of Revenue by Geographic Area) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
Revenues From External Customers And Long-Lived Assets [Line Items]      
Revenue [1] $ 11,767 $ 10,811 $ 9,613
United States      
Revenues From External Customers And Long-Lived Assets [Line Items]      
Revenue 5,878 5,405 4,696
International      
Revenues From External Customers And Long-Lived Assets [Line Items]      
Revenue $ 5,889 $ 5,406 $ 4,917
[1] Includes related party revenue as follows (refer to Note D):
License$1,598 $1,569 $1,176 
Subscription and SaaS524 342 217 
Services1,994 1,459 1,003 
XML 132 R114.htm IDEA: XBRL DOCUMENT v3.21.1
Segment Information (Schedule of Long-Lived Assets by Geographic Area) (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Revenues From External Customers And Long-Lived Assets [Line Items]    
Long-lived assets by geographic area $ 1,105 $ 1,069
United States    
Revenues From External Customers And Long-Lived Assets [Line Items]    
Long-lived assets by geographic area $ 864 860
United States | Assets Benchmark | Geographic Concentration Risk    
Revenues From External Customers And Long-Lived Assets [Line Items]    
Concentration risk, percentage 80.00%  
International    
Revenues From External Customers And Long-Lived Assets [Line Items]    
Long-lived assets by geographic area $ 241 $ 209
India | Assets Benchmark | Geographic Concentration Risk    
Revenues From External Customers And Long-Lived Assets [Line Items]    
Concentration risk, percentage 10.00%  
XML 133 R115.htm IDEA: XBRL DOCUMENT v3.21.1
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Millions
12 Months Ended
Jan. 29, 2021
Jan. 31, 2020
Feb. 01, 2019
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period $ 332 $ 283 $ 310
Tax Valuation Allowance Charged to Income Tax Provision 58 89 65
Tax Valuation Allowance Credited to Other Accounts (1) 0 (32)
Tax Valuation Allowance Credited to Income Tax Provision (23) (40) (60)
Balance at End of Period $ 366 $ 332 $ 283
EXCEL 134 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�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

,"2.FW/PX#P*M^=4N/O_UN0W4$L# M!!0 ( !:">E*7BKL

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end XML 135 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 136 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 137 FilingSummary.xml IDEA: XBRL DOCUMENT 3.21.1 html 484 657 1 true 134 0 false 16 false false R1.htm 000010001 - Document - Cover Page Sheet http://www.vmware.com/role/CoverPage Cover Page Cover 1 false false R2.htm 100010002 - Statement - CONSOLIDATED STATEMENTS OF INCOME Sheet http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME CONSOLIDATED STATEMENTS OF INCOME Statements 2 false false R3.htm 100020003 - Statement - CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) Sheet http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) Statements 3 false false R4.htm 100030004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Sheet http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Statements 4 false false R5.htm 100040005 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) Sheet http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOMEParentheticals CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) Statements 5 false false R6.htm 100050006 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS Sheet http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS CONDENSED CONSOLIDATED BALANCE SHEETS Statements 6 false false R7.htm 100060007 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) Sheet http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) Statements 7 false false R8.htm 100070008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS Statements 8 false false R9.htm 100080009 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS??? EQUITY Sheet http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS??? EQUITY Statements 9 false false R10.htm 210011001 - Disclosure - Overview and Basis of Presentation Sheet http://www.vmware.com/role/OverviewandBasisofPresentation Overview and Basis of Presentation Notes 10 false false R11.htm 210111002 - Disclosure - Pivotal Acquisition Sheet http://www.vmware.com/role/PivotalAcquisition Pivotal Acquisition Notes 11 false false R12.htm 210131003 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations Sheet http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligations Revenue, Unearned Revenue and Remaining Performance Obligations Notes 12 false false R13.htm 210181004 - Disclosure - Related Parties Sheet http://www.vmware.com/role/RelatedParties Related Parties Notes 13 false false R14.htm 210271005 - Disclosure - Commitments and Contingencies Sheet http://www.vmware.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 14 false false R15.htm 210311006 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill Sheet http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwill Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill Notes 15 false false R16.htm 210391007 - Disclosure - Realignment Sheet http://www.vmware.com/role/Realignment Realignment Notes 16 false false R17.htm 210431008 - Disclosure - Net Income Per Share Sheet http://www.vmware.com/role/NetIncomePerShare Net Income Per Share Notes 17 false false R18.htm 210471009 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments Sheet http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestments Cash, Cash Equivalents, Restricted Cash and Short-Term Investments Notes 18 false false R19.htm 210521010 - Disclosure - Debt Sheet http://www.vmware.com/role/Debt Debt Notes 19 false false R20.htm 210561011 - Disclosure - Fair Value Measurements Sheet http://www.vmware.com/role/FairValueMeasurements Fair Value Measurements Notes 20 false false R21.htm 210601012 - Disclosure - Derivatives and Hedging Activities Sheet http://www.vmware.com/role/DerivativesandHedgingActivities Derivatives and Hedging Activities Notes 21 false false R22.htm 210621013 - Disclosure - Property and Equipment, Net Sheet http://www.vmware.com/role/PropertyandEquipmentNet Property and Equipment, Net Notes 22 false false R23.htm 210661014 - Disclosure - Leases Sheet http://www.vmware.com/role/Leases Leases Notes 23 false false R24.htm 210741015 - Disclosure - Accrued Expenses and Other Sheet http://www.vmware.com/role/AccruedExpensesandOther Accrued Expenses and Other Notes 24 false false R25.htm 210781016 - Disclosure - Income Taxes Sheet http://www.vmware.com/role/IncomeTaxes Income Taxes Notes 25 false false R26.htm 210871017 - Disclosure - Stockholders' Equity Sheet http://www.vmware.com/role/StockholdersEquity Stockholders' Equity Notes 26 false false R27.htm 211001018 - Disclosure - Segment Information Sheet http://www.vmware.com/role/SegmentInformation Segment Information Notes 27 false false R28.htm 211051019 - Disclosure - Schedule II - Valuation and Qualifying Accounts Sheet http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccounts Schedule II - Valuation and Qualifying Accounts Notes 28 false false R29.htm 220022001 - Disclosure - Overview and Basis of Presentation (Policies) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationPolicies Overview and Basis of Presentation (Policies) Policies 29 false false R30.htm 230033001 - Disclosure - Overview and Basis of Presentation (Tables) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationTables Overview and Basis of Presentation (Tables) Tables http://www.vmware.com/role/OverviewandBasisofPresentation 30 false false R31.htm 230143002 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Tables) Sheet http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsTables Revenue, Unearned Revenue and Remaining Performance Obligations (Tables) Tables http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligations 31 false false R32.htm 230193003 - Disclosure - Related Parties (Tables) Sheet http://www.vmware.com/role/RelatedPartiesTables Related Parties (Tables) Tables http://www.vmware.com/role/RelatedParties 32 false false R33.htm 230283004 - Disclosure - Commitments and Contingencies (Tables) Sheet http://www.vmware.com/role/CommitmentsandContingenciesTables Commitments and Contingencies (Tables) Tables http://www.vmware.com/role/CommitmentsandContingencies 33 false false R34.htm 230323005 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Tables) Sheet http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Tables) Tables http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwill 34 false false R35.htm 230403006 - Disclosure - Realignment (Tables) Sheet http://www.vmware.com/role/RealignmentTables Realignment (Tables) Tables http://www.vmware.com/role/Realignment 35 false false R36.htm 230443007 - Disclosure - Net Income Per Share (Tables) Sheet http://www.vmware.com/role/NetIncomePerShareTables Net Income Per Share (Tables) Tables http://www.vmware.com/role/NetIncomePerShare 36 false false R37.htm 230483008 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Tables) Sheet http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsTables Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Tables) Tables http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestments 37 false false R38.htm 230533009 - Disclosure - Debt (Tables) Sheet http://www.vmware.com/role/DebtTables Debt (Tables) Tables http://www.vmware.com/role/Debt 38 false false R39.htm 230573010 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.vmware.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.vmware.com/role/FairValueMeasurements 39 false false R40.htm 230633011 - Disclosure - Property and Equipment, Net (Tables) Sheet http://www.vmware.com/role/PropertyandEquipmentNetTables Property and Equipment, Net (Tables) Tables http://www.vmware.com/role/PropertyandEquipmentNet 40 false false R41.htm 230673012 - Disclosure - Leases (Tables) Sheet http://www.vmware.com/role/LeasesTables Leases (Tables) Tables http://www.vmware.com/role/Leases 41 false false R42.htm 230753013 - Disclosure - Accrued Expenses and Other (Tables) Sheet http://www.vmware.com/role/AccruedExpensesandOtherTables Accrued Expenses and Other (Tables) Tables http://www.vmware.com/role/AccruedExpensesandOther 42 false false R43.htm 230793014 - Disclosure - Income Taxes (Tables) Sheet http://www.vmware.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.vmware.com/role/IncomeTaxes 43 false false R44.htm 230883015 - Disclosure - Stockholders' Equity (Tables) Sheet http://www.vmware.com/role/StockholdersEquityTables Stockholders' Equity (Tables) Tables http://www.vmware.com/role/StockholdersEquity 44 false false R45.htm 231013016 - Disclosure - Segment Information (Tables) Sheet http://www.vmware.com/role/SegmentInformationTables Segment Information (Tables) Tables http://www.vmware.com/role/SegmentInformation 45 false false R46.htm 240044001 - Disclosure - Overview and Basis of Presentation (Basis of Presentation and Principles of Consolidation) (Details) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails Overview and Basis of Presentation (Basis of Presentation and Principles of Consolidation) (Details) Details http://www.vmware.com/role/OverviewandBasisofPresentationTables 46 false false R47.htm 240054002 - Disclosure - Overview and Basis of Presentation (Revenue Recognition) (Details) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails Overview and Basis of Presentation (Revenue Recognition) (Details) Details http://www.vmware.com/role/OverviewandBasisofPresentationTables 47 false false R48.htm 240064003 - Disclosure - Overview and Basis of Presentation (Property and Equipment, Net) (Details) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails Overview and Basis of Presentation (Property and Equipment, Net) (Details) Details http://www.vmware.com/role/OverviewandBasisofPresentationTables 48 false false R49.htm 240074004 - Disclosure - Overview and Basis of Presentation (Purchased Intangible Assets and Goodwill) (Details) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationPurchasedIntangibleAssetsandGoodwillDetails Overview and Basis of Presentation (Purchased Intangible Assets and Goodwill) (Details) Details http://www.vmware.com/role/OverviewandBasisofPresentationTables 49 false false R50.htm 240084005 - Disclosure - Overview and Basis of Presentation (Employee Benefit Plans) (Details) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationEmployeeBenefitPlansDetails Overview and Basis of Presentation (Employee Benefit Plans) (Details) Details http://www.vmware.com/role/OverviewandBasisofPresentationTables 50 false false R51.htm 240094006 - Disclosure - Overview and Basis of Presentation (Advertising) (Details) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationAdvertisingDetails Overview and Basis of Presentation (Advertising) (Details) Details http://www.vmware.com/role/OverviewandBasisofPresentationTables 51 false false R52.htm 240104007 - Disclosure - Overview and Basis of Presentation (Concentrations of Risks) (Details) Sheet http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails Overview and Basis of Presentation (Concentrations of Risks) (Details) Details http://www.vmware.com/role/OverviewandBasisofPresentationTables 52 false false R53.htm 240124008 - Disclosure - Pivotal Acquisition (Details) Sheet http://www.vmware.com/role/PivotalAcquisitionDetails Pivotal Acquisition (Details) Details http://www.vmware.com/role/PivotalAcquisition 53 false false R54.htm 240154009 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Narrative) (Details) Sheet http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails Revenue, Unearned Revenue and Remaining Performance Obligations (Narrative) (Details) Details http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsTables 54 false false R55.htm 240164010 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Summary of Unearned Revenue) (Details) Sheet http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails Revenue, Unearned Revenue and Remaining Performance Obligations (Summary of Unearned Revenue) (Details) Details http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsTables 55 false false R56.htm 240174011 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Remaining Performance Obligations) (Details) Sheet http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsRemainingPerformanceObligationsDetails Revenue, Unearned Revenue and Remaining Performance Obligations (Remaining Performance Obligations) (Details) Details http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsTables 56 false false R57.htm 240204012 - Disclosure - Related Parties (Transactions with Dell) (Details) Sheet http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails Related Parties (Transactions with Dell) (Details) Details http://www.vmware.com/role/RelatedPartiesTables 57 false false R58.htm 240214013 - Disclosure - Related Parties (Schedule of Related Party Transactions) (Details) Sheet http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails Related Parties (Schedule of Related Party Transactions) (Details) Details http://www.vmware.com/role/RelatedPartiesTables 58 false false R59.htm 240224014 - Disclosure - Related Parties (Dell Financial Services) (Details) Sheet http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails Related Parties (Dell Financial Services) (Details) Details http://www.vmware.com/role/RelatedPartiesTables 59 false false R60.htm 240234015 - Disclosure - Related Parties (Due To/From Related Parties, Net) (Details) Sheet http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails Related Parties (Due To/From Related Parties, Net) (Details) Details http://www.vmware.com/role/RelatedPartiesTables 60 false false R61.htm 240244016 - Disclosure - Related Parties (Special Dividend) (Details) Sheet http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails Related Parties (Special Dividend) (Details) Details http://www.vmware.com/role/RelatedPartiesTables 61 false false R62.htm 240254017 - Disclosure - Related Parties (Note Payable to Dell) (Details) Sheet http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails Related Parties (Note Payable to Dell) (Details) Details http://www.vmware.com/role/RelatedPartiesTables 62 false false R63.htm 240264018 - Disclosure - Related Parties (Other Related Party Transactions) (Details) Sheet http://www.vmware.com/role/RelatedPartiesOtherRelatedPartyTransactionsDetails Related Parties (Other Related Party Transactions) (Details) Details http://www.vmware.com/role/RelatedPartiesTables 63 false false R64.htm 240294019 - Disclosure - Commitments and Contingencies (Narrative) (Details) Sheet http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails Commitments and Contingencies (Narrative) (Details) Details http://www.vmware.com/role/CommitmentsandContingenciesTables 64 false false R65.htm 240304020 - Disclosure - Commitments and Contingencies Commitments and Contingencies (Operating Leases and Other Contractual Commitments) (Details) Sheet http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails Commitments and Contingencies Commitments and Contingencies (Operating Leases and Other Contractual Commitments) (Details) Details 65 false false R66.htm 240334021 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Business Combination) (Details) Sheet http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Business Combination) (Details) Details http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables 66 false false R67.htm 240344022 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Assets Acquired and Liabilities Assumed) (Details) Sheet http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Assets Acquired and Liabilities Assumed) (Details) Details http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables 67 false false R68.htm 240354023 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Intangible Assets Detail) (Details) Sheet http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Intangible Assets Detail) (Details) Details http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables 68 false false R69.htm 240364024 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Roll-forward of Intangible Assets) (Details) Sheet http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillRollforwardofIntangibleAssetsDetails Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Roll-forward of Intangible Assets) (Details) Details http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables 69 false false R70.htm 240374025 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Amortization of Intangible Assets) (Details) Sheet http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Amortization of Intangible Assets) (Details) Details http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables 70 false false R71.htm 240384026 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Changes in Carrying Amount of Goodwill) (Details) Sheet http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillChangesinCarryingAmountofGoodwillDetails Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Changes in Carrying Amount of Goodwill) (Details) Details http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables 71 false false R72.htm 240414027 - Disclosure - Realignment (Narrative) (Details) Sheet http://www.vmware.com/role/RealignmentNarrativeDetails Realignment (Narrative) (Details) Details http://www.vmware.com/role/RealignmentTables 72 false false R73.htm 240424028 - Disclosure - Realignment (Schedule of Restructuring Reserve) (Details) Sheet http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails Realignment (Schedule of Restructuring Reserve) (Details) Details http://www.vmware.com/role/RealignmentTables 73 false false R74.htm 240454029 - Disclosure - Net Income Per Share (Computations of Basic and Diluted Net Income Per Share) (Details) Sheet http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails Net Income Per Share (Computations of Basic and Diluted Net Income Per Share) (Details) Details http://www.vmware.com/role/NetIncomePerShareTables 74 false false R75.htm 240464030 - Disclosure - Net Income Per Share (Anti-Dilutive Shares Excluded From Net Income) (Details) Sheet http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails Net Income Per Share (Anti-Dilutive Shares Excluded From Net Income) (Details) Details http://www.vmware.com/role/NetIncomePerShareTables 75 false false R76.htm 240494031 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Cash and Cash Equivalents) (Details) Sheet http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Cash and Cash Equivalents) (Details) Details http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsTables 76 false false R77.htm 240504032 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Restricted Cash) (Details) Sheet http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Restricted Cash) (Details) Details http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsTables 77 false false R78.htm 240514033 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Short-Term Investments) (Details) Sheet http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsShortTermInvestmentsDetails Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Short-Term Investments) (Details) Details http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsTables 78 false false R79.htm 240544034 - Disclosure - Debt (Narrative) (Details) Sheet http://www.vmware.com/role/DebtNarrativeDetails Debt (Narrative) (Details) Details http://www.vmware.com/role/DebtTables 79 false false R80.htm 240554035 - Disclosure - Debt (Carrying Value of Senior Notes) (Details) Notes http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails Debt (Carrying Value of Senior Notes) (Details) Details http://www.vmware.com/role/DebtTables 80 false false R81.htm 240584036 - Disclosure - Fair Value Measurements (Fair Value Hierarchy) (Details) Sheet http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails Fair Value Measurements (Fair Value Hierarchy) (Details) Details http://www.vmware.com/role/FairValueMeasurementsTables 81 false false R82.htm 240594037 - Disclosure - Fair Value Measurements (Narrative) (Details) Sheet http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails Fair Value Measurements (Narrative) (Details) Details http://www.vmware.com/role/FairValueMeasurementsTables 82 false false R83.htm 240614038 - Disclosure - Derivatives and Hedging Activities (Details) Sheet http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails Derivatives and Hedging Activities (Details) Details http://www.vmware.com/role/DerivativesandHedgingActivities 83 false false R84.htm 240644039 - Disclosure - Property and Equipment, Net (Components of Property and Equipment) (Details) Sheet http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails Property and Equipment, Net (Components of Property and Equipment) (Details) Details http://www.vmware.com/role/PropertyandEquipmentNetTables 84 false false R85.htm 240654040 - Disclosure - Property and Equipment, Net (Narrative) (Details) Sheet http://www.vmware.com/role/PropertyandEquipmentNetNarrativeDetails Property and Equipment, Net (Narrative) (Details) Details http://www.vmware.com/role/PropertyandEquipmentNetTables 85 false false R86.htm 240684041 - Disclosure - Leases (Narrative) (Details) Sheet http://www.vmware.com/role/LeasesNarrativeDetails Leases (Narrative) (Details) Details http://www.vmware.com/role/LeasesTables 86 false false R87.htm 240694042 - Disclosure - Leases (Lease Cost) (Details) Sheet http://www.vmware.com/role/LeasesLeaseCostDetails Leases (Lease Cost) (Details) Details http://www.vmware.com/role/LeasesTables 87 false false R88.htm 240704043 - Disclosure - Leases (Lease Cash Flow) (Details) Sheet http://www.vmware.com/role/LeasesLeaseCashFlowDetails Leases (Lease Cash Flow) (Details) Details http://www.vmware.com/role/LeasesTables 88 false false R89.htm 240714044 - Disclosure - Leases (Lease Assets and Liabilities) (Details) Sheet http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails Leases (Lease Assets and Liabilities) (Details) Details http://www.vmware.com/role/LeasesTables 89 false false R90.htm 240724045 - Disclosure - Leases (Lease Term and Discount Rate) (Details) Sheet http://www.vmware.com/role/LeasesLeaseTermandDiscountRateDetails Leases (Lease Term and Discount Rate) (Details) Details http://www.vmware.com/role/LeasesTables 90 false false R91.htm 240734046 - Disclosure - Leases (Lease Liability Maturity) (Details) Sheet http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails Leases (Lease Liability Maturity) (Details) Details http://www.vmware.com/role/LeasesTables 91 false false R92.htm 240764047 - Disclosure - Accrued Expenses and Other (Components of Accrued Expenses) (Details) Sheet http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails Accrued Expenses and Other (Components of Accrued Expenses) (Details) Details http://www.vmware.com/role/AccruedExpensesandOtherTables 92 false false R93.htm 240774048 - Disclosure - Accrued Expenses and Other (Narrative) (Details) Sheet http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails Accrued Expenses and Other (Narrative) (Details) Details http://www.vmware.com/role/AccruedExpensesandOtherTables 93 false false R94.htm 240804049 - Disclosure - Income Taxes (Income (Loss) Before Income Taxes) (Details) Sheet http://www.vmware.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails Income Taxes (Income (Loss) Before Income Taxes) (Details) Details http://www.vmware.com/role/IncomeTaxesTables 94 false false R95.htm 240814050 - Disclosure - Income Taxes (Tax Expense (Benefit) by Jurisdiction) (Details) Sheet http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails Income Taxes (Tax Expense (Benefit) by Jurisdiction) (Details) Details http://www.vmware.com/role/IncomeTaxesTables 95 false false R96.htm 240824051 - Disclosure - Income Taxes (Narrative) (Details) Sheet http://www.vmware.com/role/IncomeTaxesNarrativeDetails Income Taxes (Narrative) (Details) Details http://www.vmware.com/role/IncomeTaxesTables 96 false false R97.htm 240834052 - Disclosure - Income Taxes (Effective Income Tax Rate Reconciliation) (Details) Sheet http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails Income Taxes (Effective Income Tax Rate Reconciliation) (Details) Details http://www.vmware.com/role/IncomeTaxesTables 97 false false R98.htm 240844053 - Disclosure - Income Taxes (Deferred Tax Assets and Liabilities) (Details) Sheet http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails Income Taxes (Deferred Tax Assets and Liabilities) (Details) Details http://www.vmware.com/role/IncomeTaxesTables 98 false false R99.htm 240854054 - Disclosure - Income Taxes (Tax Sharing Agreement) (Details) Sheet http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails Income Taxes (Tax Sharing Agreement) (Details) Details http://www.vmware.com/role/IncomeTaxesTables 99 false false R100.htm 240864055 - Disclosure - Income Taxes (Unrecognized Tax Benefits) (Details) Sheet http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails Income Taxes (Unrecognized Tax Benefits) (Details) Details http://www.vmware.com/role/IncomeTaxesTables 100 false false R101.htm 240894056 - Disclosure - Stockholders' Equity (Special Dividend) (Details) Sheet http://www.vmware.com/role/StockholdersEquitySpecialDividendDetails Stockholders' Equity (Special Dividend) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 101 false false R102.htm 240904057 - Disclosure - Stockholders' Equity (Equity Plans) (Details) Sheet http://www.vmware.com/role/StockholdersEquityEquityPlansDetails Stockholders' Equity (Equity Plans) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 102 false false R103.htm 240914058 - Disclosure - Stockholders' Equity (Stock Repurchase Program) (Details) Sheet http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails Stockholders' Equity (Stock Repurchase Program) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 103 false false R104.htm 240924059 - Disclosure - Stockholders' Equity (Summary of Restricted Stock Activity) (Details) Sheet http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails Stockholders' Equity (Summary of Restricted Stock Activity) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 104 false false R105.htm 240934060 - Disclosure - Stockholders' Equity (Employee Stock Purchase Plan) (Details) Sheet http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails Stockholders' Equity (Employee Stock Purchase Plan) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 105 false false R106.htm 240944061 - Disclosure - Stockholders' Equity (Summary of Stock Option Activity) (Details) Sheet http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails Stockholders' Equity (Summary of Stock Option Activity) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 106 false false R107.htm 240954062 - Disclosure - Stockholders' Equity (Shares Repurchased for Tax Withholdings) (Details) Sheet http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails Stockholders' Equity (Shares Repurchased for Tax Withholdings) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 107 false false R108.htm 240964063 - Disclosure - Stockholders' Equity (Net Excess Tax Benefits) (Details) Sheet http://www.vmware.com/role/StockholdersEquityNetExcessTaxBenefitsDetails Stockholders' Equity (Net Excess Tax Benefits) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 108 false false R109.htm 240974064 - Disclosure - Stockholders' Equity (Share-Based Compensation) (Details) Sheet http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails Stockholders' Equity (Share-Based Compensation) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 109 false false R110.htm 240984065 - Disclosure - Stockholders' Equity (Share-Based Compensation Valuation Method) (Details) Sheet http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails Stockholders' Equity (Share-Based Compensation Valuation Method) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 110 false false R111.htm 240994066 - Disclosure - Stockholders' Equity (Accumulated Other Comprehensive Income (Loss)) (Details) Sheet http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails Stockholders' Equity (Accumulated Other Comprehensive Income (Loss)) (Details) Details http://www.vmware.com/role/StockholdersEquityTables 111 false false R112.htm 241024067 - Disclosure - Segment Information (Schedule of Revenue by Type) (Details) Sheet http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails Segment Information (Schedule of Revenue by Type) (Details) Details http://www.vmware.com/role/SegmentInformationTables 112 false false R113.htm 241034068 - Disclosure - Segment Information (Schedule of Revenue by Geographic Area) (Details) Sheet http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails Segment Information (Schedule of Revenue by Geographic Area) (Details) Details http://www.vmware.com/role/SegmentInformationTables 113 false false R114.htm 241044069 - Disclosure - Segment Information (Schedule of Long-Lived Assets by Geographic Area) (Details) Sheet http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails Segment Information (Schedule of Long-Lived Assets by Geographic Area) (Details) Details http://www.vmware.com/role/SegmentInformationTables 114 false false R115.htm 241064070 - Disclosure - Schedule II - Valuation and Qualifying Accounts (Details) Sheet http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccountsDetails Schedule II - Valuation and Qualifying Accounts (Details) Details http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccounts 115 false false All Reports Book All Reports vmw-20210129.htm vmw-1292021x10kex1011.htm vmw-1292021x10kex1015.htm vmw-1292021x10kex106.htm vmw-1292021x10kex21.htm vmw-1292021x10kex23.htm vmw-1292021x10kex311.htm vmw-1292021x10kex312.htm vmw-1292021x10kex321.htm vmw-1292021x10kex322.htm vmw-1292021x10kex49.htm vmw-20210129.xsd vmw-20210129_cal.xml vmw-20210129_def.xml vmw-20210129_lab.xml vmw-20210129_pre.xml vmw-20210129_g1.jpg http://fasb.org/srt/2020-01-31 http://xbrl.sec.gov/country/2020-01-31 http://fasb.org/us-gaap/2020-01-31 http://xbrl.sec.gov/dei/2020-01-31 http://xbrl.sec.gov/stpr/2018-01-31 true true JSON 140 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "vmw-20210129.htm": { "axisCustom": 0, "axisStandard": 41, "contextCount": 484, "dts": { "calculationLink": { "local": [ "vmw-20210129_cal.xml" ] }, "definitionLink": { "local": [ "vmw-20210129_def.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-eedm-def-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-eedm1-def-2020-01-31.xml" ] }, "inline": { "local": [ "vmw-20210129.htm" ] }, "labelLink": { "local": [ "vmw-20210129_lab.xml" ], "remote": [ "http://xbrl.fasb.org/srt/2020/elts/srt-doc-2020-01-31.xml", "https://xbrl.sec.gov/dei/2020/dei-doc-2020-01-31.xml", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-doc-2020-01-31.xml" ] }, "presentationLink": { "local": [ "vmw-20210129_pre.xml" ] }, "referenceLink": { "remote": [ "http://xbrl.fasb.org/srt/2020/elts/srt-ref-2020-01-31.xml", "https://xbrl.sec.gov/dei/2020/dei-ref-2020-01-31.xml", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-ref-2020-01-31.xml" ] }, "schema": { "local": [ "vmw-20210129.xsd" ], "remote": [ "http://xbrl.fasb.org/srt/2020/elts/srt-2020-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-types-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-roles-2020-01-31.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-roles-2020-01-31.xsd", "https://xbrl.sec.gov/country/2020/country-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-types-2020-01-31.xsd", "https://xbrl.sec.gov/dei/2020/dei-2020-01-31.xsd", "https://xbrl.sec.gov/stpr/2018/stpr-2018-01-31.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-parts-codification-2020-01-31.xsd" ] } }, "elementCount": 929, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2020-01-31": 10, "http://www.vmware.com/20210129": 1, "http://xbrl.sec.gov/dei/2020-01-31": 4, "total": 15 }, "keyCustom": 75, "keyStandard": 582, "memberCustom": 58, "memberStandard": 71, "nsprefix": "vmw", "nsuri": "http://www.vmware.com/20210129", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "000010001 - Document - Cover Page", "role": "http://www.vmware.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210011001 - Disclosure - Overview and Basis of Presentation", "role": "http://www.vmware.com/role/OverviewandBasisofPresentation", "shortName": "Overview and Basis of Presentation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R100": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i203be1d1baa54dd291c417251ab6dc20_I20200131", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240864055 - Disclosure - Income Taxes (Unrecognized Tax Benefits) (Details)", "role": "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails", "shortName": "Income Taxes (Unrecognized Tax Benefits) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i70a7962a972d45eaa48cb0bbccf802b1_I20180202", "decimals": "-6", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R101": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "icef070f96b9549db9b4360b48e65fa0b_D20180701-20180701", "decimals": "-8", "first": true, "lang": "en-US", "name": "vmw:ConditionalCashDividendCommonStock", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240894056 - Disclosure - Stockholders' Equity (Special Dividend) (Details)", "role": "http://www.vmware.com/role/StockholdersEquitySpecialDividendDetails", "shortName": "Stockholders' Equity (Special Dividend) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R102": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i1ae5cf14480946b6995dfb590dc1a51b_D20190202-20191130", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240904057 - Disclosure - Stockholders' Equity (Equity Plans) (Details)", "role": "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "shortName": "Stockholders' Equity (Equity Plans) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i1ae5cf14480946b6995dfb590dc1a51b_D20190202-20191130", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R103": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockRepurchasedAndRetiredDuringPeriodValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240914058 - Disclosure - Stockholders' Equity (Stock Repurchase Program) (Details)", "role": "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails", "shortName": "Stockholders' Equity (Stock Repurchase Program) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockByClassTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i80615024928e469f92401eb8a6a5a6b3_I20200715", "decimals": "-6", "lang": "en-US", "name": "us-gaap:StockRepurchaseProgramAuthorizedAmount1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R104": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:NonvestedRestrictedStockSharesActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-3", "first": true, "lang": "en-US", "name": "vmw:SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsNonvestedExpectedtoVestNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240924059 - Disclosure - Stockholders' Equity (Summary of Restricted Stock Activity) (Details)", "role": "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "shortName": "Stockholders' Equity (Summary of Restricted Stock Activity) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:NonvestedRestrictedStockSharesActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-3", "first": true, "lang": "en-US", "name": "vmw:SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsNonvestedExpectedtoVestNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R105": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i8cc8897ba9ef484d9dfbeb6668051069_D20190625-20190625", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240934060 - Disclosure - Stockholders' Equity (Employee Stock Purchase Plan) (Details)", "role": "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "shortName": "Stockholders' Equity (Employee Stock Purchase Plan) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i8cc8897ba9ef484d9dfbeb6668051069_D20190625-20190625", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R106": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i0b656c8db5dc4e6eb03e9e0cd075f66b_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240944061 - Disclosure - Stockholders' Equity (Summary of Stock Option Activity) (Details)", "role": "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails", "shortName": "Stockholders' Equity (Summary of Stock Option Activity) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i0b656c8db5dc4e6eb03e9e0cd075f66b_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R107": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240954062 - Disclosure - Stockholders' Equity (Shares Repurchased for Tax Withholdings) (Details)", "role": "http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails", "shortName": "Stockholders' Equity (Shares Repurchased for Tax Withholdings) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R108": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240964063 - Disclosure - Stockholders' Equity (Net Excess Tax Benefits) (Details)", "role": "http://www.vmware.com/role/StockholdersEquityNetExcessTaxBenefitsDetails", "shortName": "Stockholders' Equity (Net Excess Tax Benefits) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R109": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240974064 - Disclosure - Stockholders' Equity (Share-Based Compensation) (Details)", "role": "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails", "shortName": "Stockholders' Equity (Share-Based Compensation) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210111002 - Disclosure - Pivotal Acquisition", "role": "http://www.vmware.com/role/PivotalAcquisition", "shortName": "Pivotal Acquisition", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R110": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "us-gaap:ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i926248fafa3a4e6fba7098f19582dfea_D20180203-20190201", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240984065 - Disclosure - Stockholders' Equity (Share-Based Compensation Valuation Method) (Details)", "role": "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "shortName": "Stockholders' Equity (Share-Based Compensation Valuation Method) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "us-gaap:ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i926248fafa3a4e6fba7098f19582dfea_D20180203-20190201", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R111": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i203be1d1baa54dd291c417251ab6dc20_I20200131", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240994066 - Disclosure - Stockholders' Equity (Accumulated Other Comprehensive Income (Loss)) (Details)", "role": "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails", "shortName": "Stockholders' Equity (Accumulated Other Comprehensive Income (Loss)) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R112": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfReportableSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "241024067 - Disclosure - Segment Information (Schedule of Revenue by Type) (Details)", "role": "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails", "shortName": "Segment Information (Schedule of Revenue by Type) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfReportableSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" } }, "R113": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "241034068 - Disclosure - Segment Information (Schedule of Revenue by Geographic Area) (Details)", "role": "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails", "shortName": "Segment Information (Schedule of Revenue by Geographic Area) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i051816a5a18445ba927dbda6c729c253_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R114": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LongLivedAssetsByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NoncurrentAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "241044069 - Disclosure - Segment Information (Schedule of Long-Lived Assets by Geographic Area) (Details)", "role": "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails", "shortName": "Segment Information (Schedule of Long-Lived Assets by Geographic Area) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LongLivedAssetsByGeographicAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NoncurrentAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R115": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i203be1d1baa54dd291c417251ab6dc20_I20200131", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "241064070 - Disclosure - Schedule II - Valuation and Qualifying Accounts (Details)", "role": "http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccountsDetails", "shortName": "Schedule II - Valuation and Qualifying Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i70a7962a972d45eaa48cb0bbccf802b1_I20180202", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210131003 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations", "role": "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligations", "shortName": "Revenue, Unearned Revenue and Remaining Performance Obligations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210181004 - Disclosure - Related Parties", "role": "http://www.vmware.com/role/RelatedParties", "shortName": "Related Parties", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210271005 - Disclosure - Commitments and Contingencies", "role": "http://www.vmware.com/role/CommitmentsandContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "vmw:BusinessCombinationsGoodwillAndIntangibleAssetsNetTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210311006 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill", "role": "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwill", "shortName": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "vmw:BusinessCombinationsGoodwillAndIntangibleAssetsNetTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210391007 - Disclosure - Realignment", "role": "http://www.vmware.com/role/Realignment", "shortName": "Realignment", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210431008 - Disclosure - Net Income Per Share", "role": "http://www.vmware.com/role/NetIncomePerShare", "shortName": "Net Income Per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentsInDebtAndEquityInstrumentsCashAndCashEquivalentsUnrealizedAndRealizedGainsLossesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210471009 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments", "role": "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestments", "shortName": "Cash, Cash Equivalents, Restricted Cash and Short-Term Investments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InvestmentsInDebtAndEquityInstrumentsCashAndCashEquivalentsUnrealizedAndRealizedGainsLossesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210521010 - Disclosure - Debt", "role": "http://www.vmware.com/role/Debt", "shortName": "Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100010002 - Statement - CONSOLIDATED STATEMENTS OF INCOME", "role": "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "shortName": "CONSOLIDATED STATEMENTS OF INCOME", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ResearchAndDevelopmentExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210561011 - Disclosure - Fair Value Measurements", "role": "http://www.vmware.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210601012 - Disclosure - Derivatives and Hedging Activities", "role": "http://www.vmware.com/role/DerivativesandHedgingActivities", "shortName": "Derivatives and Hedging Activities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210621013 - Disclosure - Property and Equipment, Net", "role": "http://www.vmware.com/role/PropertyandEquipmentNet", "shortName": "Property and Equipment, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210661014 - Disclosure - Leases", "role": "http://www.vmware.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210741015 - Disclosure - Accrued Expenses and Other", "role": "http://www.vmware.com/role/AccruedExpensesandOther", "shortName": "Accrued Expenses and Other", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210781016 - Disclosure - Income Taxes", "role": "http://www.vmware.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ShareholdersEquityAndShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "210871017 - Disclosure - Stockholders' Equity", "role": "http://www.vmware.com/role/StockholdersEquity", "shortName": "Stockholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ShareholdersEquityAndShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "211001018 - Disclosure - Segment Information", "role": "http://www.vmware.com/role/SegmentInformation", "shortName": "Segment Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "211051019 - Disclosure - Schedule II - Valuation and Qualifying Accounts", "role": "http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccounts", "shortName": "Schedule II - Valuation and Qualifying Accounts", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "220022001 - Disclosure - Overview and Basis of Presentation (Policies)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies", "shortName": "Overview and Basis of Presentation (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100020003 - Statement - CONSOLIDATED STATEMENTS OF INCOME (Parenthetical)", "role": "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "shortName": "CONSOLIDATED STATEMENTS OF INCOME (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ide8f3a4fc9074b359b19223d0d504cea_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230033001 - Disclosure - Overview and Basis of Presentation (Tables)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationTables", "shortName": "Overview and Basis of Presentation (Tables)", "subGroupType": "tables", "uniqueAnchor": null }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230143002 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Tables)", "role": "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsTables", "shortName": "Revenue, Unearned Revenue and Remaining Performance Obligations (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230193003 - Disclosure - Related Parties (Tables)", "role": "http://www.vmware.com/role/RelatedPartiesTables", "shortName": "Related Parties (Tables)", "subGroupType": "tables", "uniqueAnchor": null }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230283004 - Disclosure - Commitments and Contingencies (Tables)", "role": "http://www.vmware.com/role/CommitmentsandContingenciesTables", "shortName": "Commitments and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230323005 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Tables)", "role": "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables", "shortName": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230403006 - Disclosure - Realignment (Tables)", "role": "http://www.vmware.com/role/RealignmentTables", "shortName": "Realignment (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230443007 - Disclosure - Net Income Per Share (Tables)", "role": "http://www.vmware.com/role/NetIncomePerShareTables", "shortName": "Net Income Per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230483008 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Tables)", "role": "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsTables", "shortName": "Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230533009 - Disclosure - Debt (Tables)", "role": "http://www.vmware.com/role/DebtTables", "shortName": "Debt (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230573010 - Disclosure - Fair Value Measurements (Tables)", "role": "http://www.vmware.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100030004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "role": "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "shortName": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIForSaleOfSecuritiesNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230633011 - Disclosure - Property and Equipment, Net (Tables)", "role": "http://www.vmware.com/role/PropertyandEquipmentNetTables", "shortName": "Property and Equipment, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": null }, "R41": { "firstAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230673012 - Disclosure - Leases (Tables)", "role": "http://www.vmware.com/role/LeasesTables", "shortName": "Leases (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230753013 - Disclosure - Accrued Expenses and Other (Tables)", "role": "http://www.vmware.com/role/AccruedExpensesandOtherTables", "shortName": "Accrued Expenses and Other (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230793014 - Disclosure - Income Taxes (Tables)", "role": "http://www.vmware.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "230883015 - Disclosure - Stockholders' Equity (Tables)", "role": "http://www.vmware.com/role/StockholdersEquityTables", "shortName": "Stockholders' Equity (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "231013016 - Disclosure - Segment Information (Tables)", "role": "http://www.vmware.com/role/SegmentInformationTables", "shortName": "Segment Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ConsolidationPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i02f3ee937f4c4a6380e10b1a6a1e10c0_I20200131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionPercentageOfVotingInterestsAcquired", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240044001 - Disclosure - Overview and Basis of Presentation (Basis of Presentation and Principles of Consolidation) (Details)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "shortName": "Overview and Basis of Presentation (Basis of Presentation and Principles of Consolidation) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:ConsolidationPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i02f3ee937f4c4a6380e10b1a6a1e10c0_I20200131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:BusinessAcquisitionPercentageOfVotingInterestsAcquired", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "idb9193d06de24dc492a5298323f1f9d2_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "vmw:RevenueTermOfContract", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240054002 - Disclosure - Overview and Basis of Presentation (Revenue Recognition) (Details)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails", "shortName": "Overview and Basis of Presentation (Revenue Recognition) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "idb9193d06de24dc492a5298323f1f9d2_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "vmw:RevenueTermOfContract", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i8a509b7381374e62b6518edc120ee8e3_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240064003 - Disclosure - Overview and Basis of Presentation (Property and Equipment, Net) (Details)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "shortName": "Overview and Basis of Presentation (Property and Equipment, Net) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i8a509b7381374e62b6518edc120ee8e3_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:GoodwillAndIntangibleAssetsPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfReportingUnits", "reportCount": 1, "unique": true, "unitRef": "reporting_unit", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240074004 - Disclosure - Overview and Basis of Presentation (Purchased Intangible Assets and Goodwill) (Details)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationPurchasedIntangibleAssetsandGoodwillDetails", "shortName": "Overview and Basis of Presentation (Purchased Intangible Assets and Goodwill) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:GoodwillAndIntangibleAssetsPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfReportingUnits", "reportCount": 1, "unique": true, "unitRef": "reporting_unit", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIForSaleOfSecuritiesTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100040005 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals)", "role": "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOMEParentheticals", "shortName": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIForSaleOfSecuritiesTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240084005 - Disclosure - Overview and Basis of Presentation (Employee Benefit Plans) (Details)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationEmployeeBenefitPlansDetails", "shortName": "Overview and Basis of Presentation (Employee Benefit Plans) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerDiscretionaryContributionAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AdvertisingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240094006 - Disclosure - Overview and Basis of Presentation (Advertising) (Details)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationAdvertisingDetails", "shortName": "Overview and Basis of Presentation (Advertising) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AdvertisingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i20f60ea2a99a400396b777ae98ee49f8_D20200201-20210129", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240104007 - Disclosure - Overview and Basis of Presentation (Concentrations of Risks) (Details)", "role": "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails", "shortName": "Overview and Basis of Presentation (Concentrations of Risks) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i20f60ea2a99a400396b777ae98ee49f8_D20200201-20210129", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "id7ce0f32ed714a21bb62b2a4b6e6676a_D20190202-20200131", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240124008 - Disclosure - Pivotal Acquisition (Details)", "role": "http://www.vmware.com/role/PivotalAcquisitionDetails", "shortName": "Pivotal Acquisition (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "icc0bf8c3e96f4a33a45ecbf6503d5061_I20191231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:BusinessAcquisitionSharePrice", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240154009 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Narrative) (Details)", "role": "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails", "shortName": "Revenue, Unearned Revenue and Remaining Performance Obligations (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerAssetNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240164010 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Summary of Unearned Revenue) (Details)", "role": "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails", "shortName": "Revenue, Unearned Revenue and Remaining Performance Obligations (Summary of Unearned Revenue) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i90bf50d3574d48c89f674a9aa43f9c7f_I20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240174011 - Disclosure - Revenue, Unearned Revenue and Remaining Performance Obligations (Remaining Performance Obligations) (Details)", "role": "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsRemainingPerformanceObligationsDetails", "shortName": "Revenue, Unearned Revenue and Remaining Performance Obligations (Remaining Performance Obligations) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-8", "first": true, "lang": "en-US", "name": "us-gaap:RevenueRemainingPerformanceObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ie71488f4da8e4aac8a74626a6c5f188d_D20200201-20210129", "decimals": "2", "first": true, "lang": "en-US", "name": "vmw:PercentageOfRevenues", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240204012 - Disclosure - Related Parties (Transactions with Dell) (Details)", "role": "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails", "shortName": "Related Parties (Transactions with Dell) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ie71488f4da8e4aac8a74626a6c5f188d_D20200201-20210129", "decimals": "2", "first": true, "lang": "en-US", "name": "vmw:PercentageOfRevenues", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ContractWithCustomerAssetAndLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerLiability", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240214013 - Disclosure - Related Parties (Schedule of Related Party Transactions) (Details)", "role": "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "shortName": "Related Parties (Schedule of Related Party Transactions) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ie442301de8544e69ba8481c10e27e251_I20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ContractWithCustomerRefundLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i2fe282f6297643f28da27d9c0e9c12fb_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240224014 - Disclosure - Related Parties (Dell Financial Services) (Details)", "role": "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails", "shortName": "Related Parties (Dell Financial Services) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i2fe282f6297643f28da27d9c0e9c12fb_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100050006 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS", "role": "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "shortName": "CONDENSED CONSOLIDATED BALANCE SHEETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AccountsReceivableNetCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "vmw:RelatedPartyTransactionOtherThanTaxObligationDueToOrFromRelatedPartyCashSettlementPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240234015 - Disclosure - Related Parties (Due To/From Related Parties, Net) (Details)", "role": "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails", "shortName": "Related Parties (Due To/From Related Parties, Net) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": null, "first": true, "lang": "en-US", "name": "vmw:RelatedPartyTransactionOtherThanTaxObligationDueToOrFromRelatedPartyCashSettlementPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "icef070f96b9549db9b4360b48e65fa0b_D20180701-20180701", "decimals": "-8", "first": true, "lang": "en-US", "name": "vmw:ConditionalCashDividendCommonStock", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240244016 - Disclosure - Related Parties (Special Dividend) (Details)", "role": "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails", "shortName": "Related Parties (Special Dividend) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i7b94eb70315c43689d057bf5f5d2b40c_D20181228-20181228", "decimals": "-8", "lang": "en-US", "name": "us-gaap:PaymentsOfDividends", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i5dc2d4d11e0f447da3aaf9a2abbcc29e_I20210129", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240254017 - Disclosure - Related Parties (Note Payable to Dell) (Details)", "role": "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails", "shortName": "Related Parties (Note Payable to Dell) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i5dc2d4d11e0f447da3aaf9a2abbcc29e_I20210129", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i2a5d478f78f9441fa7437625d866260e_D20180203-20190201", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240264018 - Disclosure - Related Parties (Other Related Party Transactions) (Details)", "role": "http://www.vmware.com/role/RelatedPartiesOtherRelatedPartyTransactionsDetails", "shortName": "Related Parties (Other Related Party Transactions) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i2a5d478f78f9441fa7437625d866260e_D20180203-20190201", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromRelatedParties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i14770c7bb0aa4b1d9c36a4bf3b080667_D20200305-20200305", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyNumberOfPlaintiffs", "reportCount": 1, "unique": true, "unitRef": "stockholder", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240294019 - Disclosure - Commitments and Contingencies (Narrative) (Details)", "role": "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails", "shortName": "Commitments and Contingencies (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i14770c7bb0aa4b1d9c36a4bf3b080667_D20200305-20200305", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyNumberOfPlaintiffs", "reportCount": 1, "unique": true, "unitRef": "stockholder", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligationDueInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240304020 - Disclosure - Commitments and Contingencies Commitments and Contingencies (Operating Leases and Other Contractual Commitments) (Details)", "role": "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails", "shortName": "Commitments and Contingencies Commitments and Contingencies (Operating Leases and Other Contractual Commitments) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligationDueInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240334021 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Business Combination) (Details)", "role": "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "shortName": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Business Combination) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i6ac5ec9b8a8341f98b80cf8c16d7a991_D20180203-20180504", "decimals": "INF", "lang": "en-US", "name": "vmw:NumberOfAssetAcquisitions", "reportCount": 1, "unique": true, "unitRef": "asset_acquisition", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240344022 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Assets Acquired and Liabilities Assumed) (Details)", "role": "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails", "shortName": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Assets Acquired and Liabilities Assumed) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i793e1f6c7cab41c3bde94bc5513efb2f_I20191008", "decimals": "-6", "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240354023 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Intangible Assets Detail) (Details)", "role": "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails", "shortName": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Intangible Assets Detail) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i203be1d1baa54dd291c417251ab6dc20_I20200131", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240364024 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Roll-forward of Intangible Assets) (Details)", "role": "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillRollforwardofIntangibleAssetsDetails", "shortName": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Roll-forward of Intangible Assets) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:FinitelivedIntangibleAssetsAcquired1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100060007 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals)", "role": "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals", "shortName": "CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240374025 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Amortization of Intangible Assets) (Details)", "role": "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails", "shortName": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Amortization of Intangible Assets) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i203be1d1baa54dd291c417251ab6dc20_I20200131", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240384026 - Disclosure - Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Changes in Carrying Amount of Goodwill) (Details)", "role": "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillChangesinCarryingAmountofGoodwillDetails", "shortName": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill (Changes in Carrying Amount of Goodwill) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:GoodwillAcquiredDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedCostNumberOfPositionsEliminated", "reportCount": 1, "unique": true, "unitRef": "position", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240414027 - Disclosure - Realignment (Narrative) (Details)", "role": "http://www.vmware.com/role/RealignmentNarrativeDetails", "shortName": "Realignment (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedCostNumberOfPositionsEliminated", "reportCount": 1, "unique": true, "unitRef": "position", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240424028 - Disclosure - Realignment (Schedule of Restructuring Reserve) (Details)", "role": "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails", "shortName": "Realignment (Schedule of Restructuring Reserve) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i290c1cf821874619b98ff198d9e3c891_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:PaymentsForRestructuring", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240454029 - Disclosure - Net Income Per Share (Computations of Basic and Diluted Net Income Per Share) (Details)", "role": "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails", "shortName": "Net Income Per Share (Computations of Basic and Diluted Net Income Per Share) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-3", "lang": "en-US", "name": "us-gaap:WeightedAverageNumberDilutedSharesOutstandingAdjustment", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i0b656c8db5dc4e6eb03e9e0cd075f66b_D20200201-20210129", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240464030 - Disclosure - Net Income Per Share (Anti-Dilutive Shares Excluded From Net Income) (Details)", "role": "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails", "shortName": "Net Income Per Share (Anti-Dilutive Shares Excluded From Net Income) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i0b656c8db5dc4e6eb03e9e0cd075f66b_D20200201-20210129", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240494031 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Cash and Cash Equivalents) (Details)", "role": "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails", "shortName": "Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Cash and Cash Equivalents) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-8", "lang": "en-US", "name": "us-gaap:CashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240504032 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Restricted Cash) (Details)", "role": "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails", "shortName": "Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Restricted Cash) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashAndCashEquivalentsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RestrictedCashCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ShortTermInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240514033 - Disclosure - Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Short-Term Investments) (Details)", "role": "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsShortTermInvestmentsDetails", "shortName": "Cash, Cash Equivalents, Restricted Cash and Short-Term Investments (Short-Term Investments) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:InterestExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240544034 - Disclosure - Debt (Narrative) (Details)", "role": "http://www.vmware.com/role/DebtNarrativeDetails", "shortName": "Debt (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i6d9e7421c0d74c959399685a44679ff1_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:InterestExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100070008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS", "role": "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "shortName": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240554035 - Disclosure - Debt (Carrying Value of Senior Notes) (Details)", "role": "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "shortName": "Debt (Carrying Value of Senior Notes) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i9e0c5341621a46498a527cd2303ea0d3_I20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EquitySecuritiesFvNi", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240584036 - Disclosure - Fair Value Measurements (Fair Value Hierarchy) (Details)", "role": "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails", "shortName": "Fair Value Measurements (Fair Value Hierarchy) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i9f2f55eca87a488fa59e360fc3c943c6_I20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredCompensationPlanAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240594037 - Disclosure - Fair Value Measurements (Narrative) (Details)", "role": "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails", "shortName": "Fair Value Measurements (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredCompensationPlanAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240614038 - Disclosure - Derivatives and Hedging Activities (Details)", "role": "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails", "shortName": "Derivatives and Hedging Activities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240644039 - Disclosure - Property and Equipment, Net (Components of Property and Equipment) (Details)", "role": "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails", "shortName": "Property and Equipment, Net (Components of Property and Equipment) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Depreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240654040 - Disclosure - Property and Equipment, Net (Narrative) (Details)", "role": "http://www.vmware.com/role/PropertyandEquipmentNetNarrativeDetails", "shortName": "Property and Equipment, Net (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Depreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "span", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LeaseCost", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240684041 - Disclosure - Leases (Narrative) (Details)", "role": "http://www.vmware.com/role/LeasesNarrativeDetails", "shortName": "Leases (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:SubleaseIncome", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240694042 - Disclosure - Leases (Lease Cost) (Details)", "role": "http://www.vmware.com/role/LeasesLeaseCostDetails", "shortName": "Leases (Lease Cost) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240704043 - Disclosure - Leases (Lease Cash Flow) (Details)", "role": "http://www.vmware.com/role/LeasesLeaseCashFlowDetails", "shortName": "Leases (Lease Cash Flow) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "vmw:AssetsAndLiabilitiesLesseeTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240714044 - Disclosure - Leases (Lease Assets and Liabilities) (Details)", "role": "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails", "shortName": "Leases (Lease Assets and Liabilities) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "vmw:AssetsAndLiabilitiesLesseeTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i78abed07c2bd4525be9ff74c5595fff3_I20180202", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "100080009 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY", "role": "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "shortName": "CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS\u2019 EQUITY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i78abed07c2bd4525be9ff74c5595fff3_I20180202", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R90": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240724045 - Disclosure - Leases (Lease Term and Discount Rate) (Details)", "role": "http://www.vmware.com/role/LeasesLeaseTermandDiscountRateDetails", "shortName": "Leases (Lease Term and Discount Rate) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240734046 - Disclosure - Leases (Lease Liability Maturity) (Details)", "role": "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails", "shortName": "Leases (Lease Liability Maturity) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeRelatedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240764047 - Disclosure - Accrued Expenses and Other (Components of Accrued Expenses) (Details)", "role": "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails", "shortName": "Accrued Expenses and Other (Components of Accrued Expenses) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EmployeeRelatedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i1f4126ecccd24af088ad27b34fcb5ae7_D20200124-20200124", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyDamagesAwardedValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240774048 - Disclosure - Accrued Expenses and Other (Narrative) (Details)", "role": "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "shortName": "Accrued Expenses and Other (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R94": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240804049 - Disclosure - Income Taxes (Income (Loss) Before Income Taxes) (Details)", "role": "http://www.vmware.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails", "shortName": "Income Taxes (Income (Loss) Before Income Taxes) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R95": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240814050 - Disclosure - Income Taxes (Tax Expense (Benefit) by Jurisdiction) (Details)", "role": "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails", "shortName": "Income Taxes (Tax Expense (Benefit) by Jurisdiction) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R96": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240824051 - Disclosure - Income Taxes (Narrative) (Details)", "role": "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "shortName": "Income Taxes (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:DeferredTaxLiabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R97": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240834052 - Disclosure - Income Taxes (Effective Income Tax Rate Reconciliation) (Details)", "role": "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails", "shortName": "Income Taxes (Effective Income Tax Rate Reconciliation) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R98": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240844053 - Disclosure - Income Taxes (Deferred Tax Assets and Liabilities) (Details)", "role": "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails", "shortName": "Income Taxes (Deferred Tax Assets and Liabilities) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i182bb44fb4e048f6a29df6b6a6b13426_I20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R99": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "ifab94786d42744f0bb77e913d7899380_D20200201-20210129", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxesPaidNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "240854054 - Disclosure - Income Taxes (Tax Sharing Agreement) (Details)", "role": "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails", "shortName": "Income Taxes (Tax Sharing Agreement) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "vmw-20210129.htm", "contextRef": "i74e147c5b6734af09668285a37a4ab1d_D20200201-20210129", "decimals": "-6", "lang": "en-US", "name": "us-gaap:IncomeTaxesPaidNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } } }, "segmentCount": 134, "tag": { "country_IE": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "IRELAND", "terseLabel": "Ireland" } } }, "localname": "IE", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "country_IN": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "INDIA", "terseLabel": "India" } } }, "localname": "IN", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]", "terseLabel": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r715", "r716", "r717" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]", "terseLabel": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]", "terseLabel": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r718" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r713" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r719" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r719" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r719" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r721" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r719" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r719" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r719" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r719" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r715", "r716", "r717" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r712" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r714" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.vmware.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "srt_ContractualObligationFiscalYearMaturityScheduleTableTextBlock": { "auth_ref": [ "r720" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of contractual obligation by timing of payment due. Includes, but is not limited to, long-term debt obligation, lease obligation, and purchase obligation.", "label": "Contractual Obligation, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Operating Lease and Other Contractual Commitments" } } }, "localname": "ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r59", "r133", "r725" ], "lang": { "en-us": { "role": { "documentation": "Information by name of counterparty. A counterparty is the other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesOtherRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAdjustmentMember": { "auth_ref": [ "r152", "r159", "r246", "r420", "r421", "r422", "r470", "r471" ], "lang": { "en-us": { "role": { "documentation": "Increase (decrease) to financial statements for cumulative-effect adjustment in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption, Adjustment [Member]", "terseLabel": "Cumulative effect of adoption of new accounting pronouncements" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAdjustmentMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAxis": { "auth_ref": [ "r152", "r159", "r246", "r420", "r421", "r422", "r470", "r471" ], "lang": { "en-us": { "role": { "documentation": "Information by cumulative-effect adjustment to financial statements in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption [Axis]", "terseLabel": "Cumulative Effect, Period of Adoption [Axis]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionDomain": { "auth_ref": [ "r152", "r159", "r246", "r420", "r421", "r422", "r470", "r471" ], "lang": { "en-us": { "role": { "documentation": "Cumulative-effect adjustment to financial statements in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption [Domain]", "terseLabel": "Cumulative Effect, Period of Adoption [Domain]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "srt_LitigationCaseAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of judicial proceeding, alternative dispute resolution or claim.", "label": "Litigation Case [Axis]", "terseLabel": "Litigation Case [Axis]" } } }, "localname": "LitigationCaseAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_LitigationCaseTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Judicial proceeding, alternative dispute resolution or claim. For example, but not limited to, name of case, category of litigation, or other differentiating information.", "label": "Litigation Case [Domain]", "terseLabel": "Litigation Case [Domain]" } } }, "localname": "LitigationCaseTypeDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r228", "r351", "r358", "r675" ], "lang": { "en-us": { "role": { "documentation": "Information by name or description of a single external customer or a group of external customers.", "label": "Customer [Axis]", "terseLabel": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r377", "r379", "r602", "r603", "r604", "r605", "r606", "r607", "r608", "r672", "r676" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails", "http://www.vmware.com/role/LeasesNarrativeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r377", "r379", "r602", "r603", "r604", "r605", "r606", "r607", "r608", "r672", "r676" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/LeasesNarrativeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [ "r228", "r351", "r358", "r675" ], "lang": { "en-us": { "role": { "documentation": "Single external customer or group of external customers.", "label": "Customer [Domain]", "terseLabel": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Axis]", "terseLabel": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Domain]", "terseLabel": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r222", "r351", "r356", "r609", "r671", "r673" ], "lang": { "en-us": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]", "verboseLabel": "Deferred Revenue Arrangement Type [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r222", "r351", "r356", "r609", "r671", "r673" ], "lang": { "en-us": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]", "verboseLabel": "Deferred Revenue [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r366", "r377", "r379", "r602", "r603", "r604", "r605", "r606", "r607", "r608", "r672", "r676" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails", "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails", "http://www.vmware.com/role/LeasesNarrativeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r366", "r377", "r379", "r602", "r603", "r604", "r605", "r606", "r607", "r608", "r672", "r676" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails", "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails", "http://www.vmware.com/role/LeasesNarrativeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Named other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesOtherRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock": { "auth_ref": [ "r147", "r724" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]", "terseLabel": "Schedule II - Valuation and Qualifying Accounts" } } }, "localname": "ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccounts" ], "xbrltype": "textBlockItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r223", "r224", "r351", "r357", "r674", "r702", "r703", "r704", "r705", "r706", "r707", "r708", "r709" ], "lang": { "en-us": { "role": { "documentation": "Geographical area.", "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r223", "r224", "r351", "r357", "r674", "r696", "r702", "r703", "r704", "r705", "r706", "r707", "r708", "r709", "r710", "r722", "r723" ], "lang": { "en-us": { "role": { "documentation": "Information by geographical components.", "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]" } } }, "localname": "ValuationAndQualifyingAccountsAbstract", "nsuri": "http://fasb.org/srt/2020-01-31", "xbrltype": "stringItemType" }, "srt_WeightedAverageMember": { "auth_ref": [ "r602", "r604", "r607" ], "lang": { "en-us": { "role": { "documentation": "Average of a range of values, calculated with consideration of proportional relevance.", "label": "Weighted Average [Member]", "terseLabel": "Weighted Average" } } }, "localname": "WeightedAverageMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "stpr_CA": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CALIFORNIA", "terseLabel": "California" } } }, "localname": "CA", "nsuri": "http://xbrl.sec.gov/stpr/2018-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingStandardsUpdate201602Member": { "auth_ref": [ "r568" ], "lang": { "en-us": { "role": { "documentation": "Accounting Standards Update 2016-02 Leases (Topic 842).", "label": "Accounting Standards Update 2016-02 [Member]", "terseLabel": "Accounting Standards Update 2016-02" } } }, "localname": "AccountingStandardsUpdate201602Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as current at the end of the reporting period.", "label": "Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]", "terseLabel": "Accrued Expenses and Other" } } }, "localname": "AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOther" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r41" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Due from customers or clients for goods or services that have been delivered or sold.", "label": "Accounts Receivable [Member]", "terseLabel": "Accounts Receivable" } } }, "localname": "AccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r2", "r27", "r230", "r231" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net of allowance of $5 and $7" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesNoncurrent": { "auth_ref": [ "r20", "r631", "r655" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due beyond one year or the operating cycle, whichever is longer. Alternate captions include income taxes payable, noncurrent.", "label": "Accrued Income Taxes, Noncurrent", "terseLabel": "Income tax payable" } } }, "localname": "AccruedIncomeTaxesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r46" ], "calculation": { "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued expenses and other", "totalLabel": "Total" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedGainLossNetCashFlowHedgeParentMember": { "auth_ref": [ "r69", "r80", "r512" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive income (loss) from gain (loss) of derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness, attributable to parent.", "label": "Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member]", "terseLabel": "Unrealized Gain (Loss) on Forward Contracts" } } }, "localname": "AccumulatedGainLossNetCashFlowHedgeParentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]", "terseLabel": "Accumulated Other Comprehensive Income [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r30", "r66", "r68", "r69", "r658", "r684", "r688" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive loss" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [ "r555", "r556", "r557", "r558", "r559", "r561" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]", "terseLabel": "Accumulated Other Comprehensive Income [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r65", "r69", "r72", "r149", "r150", "r151", "r513", "r679", "r680" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss)", "verboseLabel": "Total" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedTranslationAdjustmentMember": { "auth_ref": [ "r61", "r69", "r72", "r513", "r556", "r557", "r558", "r559", "r561" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to the parent.", "label": "Accumulated Foreign Currency Adjustment Attributable to Parent [Member]", "terseLabel": "Foreign Currency Translation Adjustments" } } }, "localname": "AccumulatedTranslationAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife": { "auth_ref": [ "r264" ], "lang": { "en-us": { "role": { "documentation": "Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Acquired Finite-lived Intangible Assets, Weighted Average Useful Life", "terseLabel": "Weighted-Average Useful Lives (in years)" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "durationItemType" }, "us-gaap_AdditionalPaidInCapitalCommonStock": { "auth_ref": [ "r28" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.", "label": "Additional Paid in Capital, Common Stock", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapitalCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r149", "r150", "r151", "r420", "r421", "r422" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "verboseLabel": "Additional Paid-in Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsForNewAccountingPronouncementsAxis": { "auth_ref": [ "r153", "r154", "r155", "r156", "r243", "r244", "r245", "r246", "r247", "r248", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r423", "r468", "r469", "r470", "r471", "r611", "r612", "r613", "r677", "r678", "r679", "r680", "r681", "r682", "r683", "r684", "r685", "r686", "r687", "r688" ], "lang": { "en-us": { "role": { "documentation": "Information by amendment to accounting standards.", "label": "Accounting Standards Update [Axis]", "terseLabel": "Accounting Standards Update [Axis]" } } }, "localname": "AdjustmentsForNewAccountingPronouncementsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease to equity for grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Decrease for Tax Withholding Obligation", "negatedTerseLabel": "Shares withheld for tax withholdings on vesting of restricted stock", "terseLabel": "Stock repurchased during period, value" } } }, "localname": "AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r380", "r382", "r426", "r427" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-based compensation" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income to net cash provided by operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r430" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r431" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising expense" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationAdvertisingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r382", "r413", "r425" ], "calculation": { "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails": { "order": 1.0, "parentTag": "us-gaap_AllocatedShareBasedCompensationExpenseNetOfTax", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpenseNetOfTax": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of expense for award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Expense, after Tax", "totalLabel": "Total stock-based compensation, net of tax" } } }, "localname": "AllocatedShareBasedCompensationExpenseNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r34", "r232", "r249" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "terseLabel": "Allowance for credit loss" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r115", "r261", "r270" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "negatedTerseLabel": "Amortization expense", "terseLabel": "Amortization expense" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillRollforwardofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r175" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Anti-dilutive securities, amount (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r175" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r175" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r127", "r208", "r212", "r218", "r242", "r505", "r514", "r553", "r629", "r654" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r4", "r5", "r57", "r127", "r242", "r505", "r514", "r553" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r383", "r415" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]", "terseLabel": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r527", "r530" ], "lang": { "en-us": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]", "terseLabel": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BankTimeDepositsMember": { "auth_ref": [ "r645" ], "lang": { "en-us": { "role": { "documentation": "Certificates of deposit (CD) or savings accounts with a fixed term or understanding the customer can only withdraw by giving advanced notice with a bank or other financial institution. A CD is a short to medium-term investment available at banks and savings and loan institutions where a customer agrees to lend money to the institution for a certain amount of time and is paid a predetermined rate of interest.", "label": "Bank Time Deposits [Member]", "terseLabel": "Time deposits" } } }, "localname": "BankTimeDepositsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails", "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "verboseLabel": "Retrospective Combination of Historical Financial Statements and Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BuildingAndBuildingImprovementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities and any addition, improvement, or renovation to the structure, for example, but not limited to, interior masonry, interior flooring, electrical, and plumbing.", "label": "Building and Building Improvements [Member]", "terseLabel": "Buildings and improvements" } } }, "localname": "BuildingAndBuildingImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r376", "r378" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r376", "r378", "r485", "r486" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "auth_ref": [ "r497" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of equity interests issued or issuable to acquire entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares", "terseLabel": "Shares issued" } } }, "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionPercentageOfVotingInterestsAcquired": { "auth_ref": [ "r484" ], "lang": { "en-us": { "role": { "documentation": "Percentage of voting equity interests acquired at the acquisition date in the business combination.", "label": "Business Acquisition, Percentage of Voting Interests Acquired", "terseLabel": "Percentage of controlling financial interest" } } }, "localname": "BusinessAcquisitionPercentageOfVotingInterestsAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount": { "auth_ref": [ "r498" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of goodwill arising from a business combination that is expected to be deductible for tax purposes.", "label": "Business Acquisition, Goodwill, Expected Tax Deductible Amount", "terseLabel": "Goodwill expected to be deductible for tax purposes" } } }, "localname": "BusinessAcquisitionPurchasePriceAllocationGoodwillExpectedTaxDeductibleAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination.", "label": "Business Acquisition, Share Price", "terseLabel": "Blended price per share (in USD per share)" } } }, "localname": "BusinessAcquisitionSharePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_BusinessCombinationAcquisitionOfLessThan100PercentNoncontrollingInterestFairValue": { "auth_ref": [ "r488" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This element represents the fair value of the noncontrolling interest in the acquiree at the acquisition date.", "label": "Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value", "terseLabel": "Noncontrolling interest" } } }, "localname": "BusinessCombinationAcquisitionOfLessThan100PercentNoncontrollingInterestFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r493", "r494", "r495" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Total purchase price", "verboseLabel": "Aggregate purchase consideration" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable": { "auth_ref": [ "r493", "r494" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination.", "label": "Business Combination, Consideration Transferred, Equity Interests Issued and Issuable", "terseLabel": "Equity instruments issued in acquisition" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "Pivotal Acquisition" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PivotalAcquisition" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets": { "auth_ref": [ "r487" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets", "totalLabel": "Total assets acquired" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r487" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Cash" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables": { "auth_ref": [ "r487" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount due from customers or clients for goods or services, including trade receivables, that have been delivered or sold in the normal course of business, and amounts due from others, including related parties expected to be converted to cash, sold or exchanged within one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables", "terseLabel": "Accounts receivable" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill": { "auth_ref": [ "r487" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of intangible assets, excluding goodwill, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill", "terseLabel": "Intangible assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities": { "auth_ref": [ "r487" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities", "totalLabel": "Total liabilities assumed" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet": { "auth_ref": [ "r487" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net", "totalLabel": "Fair value of assets acquired and liabilities assumed" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combinations [Abstract]", "terseLabel": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r124", "r482" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Business Combinations" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalLossCarryforwardMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deductions derived from capital losses that cannot be utilized on the tax return during a period that have been carried forward to reduce taxable income or taxes payable in a future year.", "label": "Capital Loss Carryforward [Member]", "terseLabel": "Capital Loss Carryforward" } } }, "localname": "CapitalLossCarryforwardMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalizedContractCostAmortization": { "auth_ref": [ "r251" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Amortization", "terseLabel": "Amortization of deferred commissions" } } }, "localname": "CapitalizedContractCostAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetCurrent": { "auth_ref": [ "r250" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as current.", "label": "Capitalized Contract Cost, Net, Current", "terseLabel": "Deferred commissions, current" } } }, "localname": "CapitalizedContractCostNetCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetNoncurrent": { "auth_ref": [ "r250" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as noncurrent.", "label": "Capitalized Contract Cost, Net, Noncurrent", "terseLabel": "Deferred commissions, non-current" } } }, "localname": "CapitalizedContractCostNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAcquiredFromAcquisition": { "auth_ref": [ "r97" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the acquisition of business during the period (for example, cash that was held by the acquired business).", "label": "Cash Acquired from Acquisition", "terseLabel": "Cash acquired from acquisition" } } }, "localname": "CashAcquiredFromAcquisition", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash and Cash Equivalents [Abstract]", "terseLabel": "Cash equivalents:" } } }, "localname": "CashAndCashEquivalentsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r1", "r36", "r117" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails", "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of cash and cash equivalent balance.", "label": "Cash and Cash Equivalents [Axis]", "terseLabel": "Cash and Cash Equivalents [Axis]" } } }, "localname": "CashAndCashEquivalentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails", "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Cash equivalents" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents [Member]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r11", "r118", "r124" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents, Short-Term Investments, and Restricted Cash" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r111", "r117", "r123" ], "calculation": { "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash, cash equivalents and restricted cash at end of the period", "periodStartLabel": "Cash, cash equivalents and restricted cash at beginning of the period", "totalLabel": "Total cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r111", "r554" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net increase (decrease) in cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsAtCarryingValue": { "auth_ref": [ "r36" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash Equivalents, at Carrying Value", "terseLabel": "Cash equivalents" } } }, "localname": "CashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsMember": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "Short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash Equivalents [Member]", "terseLabel": "Cash equivalents" } } }, "localname": "CashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashFlowFinancingActivitiesLesseeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Financing Activities, Lessee [Abstract]", "terseLabel": "ROU assets obtained in exchange for lease liabilities:" } } }, "localname": "CashFlowFinancingActivitiesLesseeAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCashFlowDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashFlowHedgingMember": { "auth_ref": [ "r524" ], "lang": { "en-us": { "role": { "documentation": "Hedge of the exposure to variability in the cash flows of a recognized asset or liability, or of a forecasted transaction, that is attributable to a particular risk.", "label": "Cash Flow Hedging [Member]", "terseLabel": "Cash Flow Hedging" } } }, "localname": "CashFlowHedgingMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "Non-cash items:" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_CashFlowOperatingActivitiesLesseeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Operating Activities, Lessee [Abstract]", "terseLabel": "Cash paid for amounts included in the measurement of lease liabilities:" } } }, "localname": "CashFlowOperatingActivitiesLesseeAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCashFlowDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r126", "r127", "r168", "r169", "r170", "r172", "r174", "r182", "r183", "r184", "r242", "r553" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/CoverPage", "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails", "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r52", "r294", "r637", "r661" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Contingencies (refer to Note E)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]", "terseLabel": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r291", "r292", "r293", "r303" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Class A Common\u00a0Stock" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/CoverPage", "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails", "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Class B Convertible Common Stock", "verboseLabel": "Class B Common Stock" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/CoverPage", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r54" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Number of shares reserved for conversion", "verboseLabel": "Number of shares reserved for future issuance" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockDividendsPerShareCashPaid": { "auth_ref": [ "r324" ], "lang": { "en-us": { "role": { "documentation": "Aggregate dividends paid during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Cash Paid", "terseLabel": "Dividend paid per share (in USD per share)" } } }, "localname": "CommonStockDividendsPerShareCashPaid", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails", "http://www.vmware.com/role/StockholdersEquitySpecialDividendDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r149", "r150" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "verboseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r25" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "verboseLabel": "Common stock, par value (in USD per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r25" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "verboseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r25" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "verboseLabel": "Common stock, shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r25", "r317" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Balance (in shares)", "periodStartLabel": "Balance (in shares)", "verboseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r25" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r75", "r77", "r78", "r87", "r642", "r665" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive income attributable to VMware, Inc." } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r75", "r77", "r86", "r502", "r518", "r641", "r664" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Comprehensive income, net of taxes" } } }, "localname": "ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r192", "r193", "r228", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails", "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r192", "r193", "r228", "r550", "r551", "r689" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails", "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r192", "r193", "r228", "r550", "r551", "r689" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r187", "r650" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentrations of Risks" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Concentration Risk [Line Items]", "terseLabel": "Concentration Risk [Line Items]" } } }, "localname": "ConcentrationRiskLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r192", "r193", "r228", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration risk, percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails", "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTable": { "auth_ref": [ "r190", "r192", "r193", "r194", "r550", "r552" ], "lang": { "en-us": { "role": { "documentation": "Describes the nature of a concentration, a benchmark to which it is compared, and the percentage that the risk is to the benchmark.", "label": "Concentration Risk [Table]", "terseLabel": "Concentration Risk [Table]" } } }, "localname": "ConcentrationRiskTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r192", "r193", "r228", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r124", "r507" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Principles of Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction in progress" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerAssetAndLiabilityTableTextBlock": { "auth_ref": [ "r332" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of receivable, contract asset, and contract liability from contract with customer. Includes, but is not limited to, change in contract asset and contract liability.", "label": "Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]", "terseLabel": "Summary of Unearned Revenue" } } }, "localname": "ContractWithCustomerAssetAndLiabilityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractWithCustomerAssetNet": { "auth_ref": [ "r328", "r330", "r352" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "Contract with Customer, Asset, after Allowance for Credit Loss", "terseLabel": "Contract assets" } } }, "localname": "ContractWithCustomerAssetNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiability": { "auth_ref": [ "r328", "r329", "r352" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Contract with Customer, Liability", "terseLabel": "Unearned Revenue", "verboseLabel": "Unearned revenue" } } }, "localname": "ContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r328", "r329", "r352" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "terseLabel": "Unearned revenue" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityIncreaseDecreaseForContractAcquiredInBusinessCombination": { "auth_ref": [ "r331" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration from customer has been received or is due, from business combination.", "label": "Contract with Customer, Liability, Increase (Decrease) for Contract Acquired in Business Combination", "terseLabel": "Unearned revenue acquired with business combinations" } } }, "localname": "ContractWithCustomerLiabilityIncreaseDecreaseForContractAcquiredInBusinessCombination", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityNoncurrent": { "auth_ref": [ "r328", "r329", "r352" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as noncurrent.", "label": "Contract with Customer, Liability, Noncurrent", "terseLabel": "Unearned revenue" } } }, "localname": "ContractWithCustomerLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r353" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "terseLabel": "Revenue recognized from amounts previously classified as unearned revenue" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerRefundLiability": { "auth_ref": [ "r355" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability for consideration received or receivable from customer which is not included in transaction price, when consideration is expected to be refunded to customer.", "label": "Contract with Customer, Refund Liability", "terseLabel": "Customer deposits" } } }, "localname": "ContractWithCustomerRefundLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerRefundLiabilityCurrent": { "auth_ref": [ "r355" ], "calculation": { "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails": { "order": 2.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability for consideration received or receivable from customer which is not included in transaction price, when consideration is expected to be refunded to customer, classified as current.", "label": "Contract with Customer, Refund Liability, Current", "terseLabel": "Customer deposits", "verboseLabel": "Customer deposits included in accrued expenses and other" } } }, "localname": "ContractWithCustomerRefundLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerRefundLiabilityNoncurrent": { "auth_ref": [ "r355" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability for consideration received or receivable from customer which is not included in transaction price, when consideration is expected to be refunded to customer, classified as noncurrent.", "label": "Contract with Customer, Refund Liability, Noncurrent", "terseLabel": "Customer deposits included in other liabilities" } } }, "localname": "ContractWithCustomerRefundLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligation": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation, including but not limited to, long-term debt, capital lease obligations, operating lease obligations, purchase obligations, and other commitments.", "label": "Contractual Obligation", "totalLabel": "Total" } } }, "localname": "ContractualObligation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, after Year Five", "totalLabel": "Thereafter" } } }, "localname": "ContractualObligationDueAfterFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInFifthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Five", "totalLabel": "2026" } } }, "localname": "ContractualObligationDueInFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInFourthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Four", "totalLabel": "2025" } } }, "localname": "ContractualObligationDueInFourthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year One", "totalLabel": "2022" } } }, "localname": "ContractualObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInSecondYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Two", "totalLabel": "2023" } } }, "localname": "ContractualObligationDueInSecondYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInThirdYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Three", "totalLabel": "2024" } } }, "localname": "ContractualObligationDueInThirdYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationFiscalYearMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Contractual Obligation, Fiscal Year Maturity [Abstract]", "terseLabel": "Total" } } }, "localname": "ContractualObligationFiscalYearMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConversionOfStockByUniqueDescriptionAxis": { "auth_ref": [ "r120", "r121", "r122" ], "lang": { "en-us": { "role": { "documentation": "Information by description of stock conversions.", "label": "Stock Conversion Description [Axis]", "terseLabel": "Stock Conversion Description [Axis]" } } }, "localname": "ConversionOfStockByUniqueDescriptionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConversionOfStockNameDomain": { "auth_ref": [ "r120", "r121", "r122" ], "lang": { "en-us": { "role": { "documentation": "The unique name of a noncash or part noncash stock conversion.", "label": "Conversion of Stock, Name [Domain]", "terseLabel": "Conversion of Stock, Name [Domain]" } } }, "localname": "ConversionOfStockNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r91", "r609" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r130", "r464", "r474" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 1.0, "parentTag": "us-gaap_FederalIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "Current" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r138", "r464" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 1.0, "parentTag": "us-gaap_ForeignIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "Current" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r130", "r464", "r474" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 1.0, "parentTag": "us-gaap_StateAndLocalIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "Current" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r491" ], "lang": { "en-us": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer relationships and customer lists" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtCurrent": { "auth_ref": [ "r44" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term debt and current maturity of long-term debt and capital lease obligations due within one year or the normal operating cycle, if longer.", "label": "Debt, Current", "terseLabel": "Current portion of long-term debt and other borrowings" } } }, "localname": "DebtCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r312" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Debt" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/Debt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r16", "r18", "r19", "r630", "r633", "r652" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r19", "r307", "r633", "r652" ], "calculation": { "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Long-term debt" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r565", "r567" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Principal amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFairValue": { "auth_ref": [ "r547" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.", "label": "Debt Instrument, Fair Value Disclosure", "terseLabel": "Fair value of debt" } } }, "localname": "DebtInstrumentFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "auth_ref": [ "r48", "r309", "r565" ], "lang": { "en-us": { "role": { "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.", "label": "Debt Instrument, Interest Rate, Effective Percentage", "terseLabel": "Effective Interest Rate" } } }, "localname": "DebtInstrumentInterestRateEffectivePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r48" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r49" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentage": { "auth_ref": [ "r648" ], "lang": { "en-us": { "role": { "documentation": "Percentage price of original principal amount of debt at which debt can be redeemed by the issuer.", "label": "Debt Instrument, Redemption Price, Percentage", "terseLabel": "Repurchase price as percent of principal" } } }, "localname": "DebtInstrumentRedemptionPricePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r49", "r134", "r318", "r321", "r322", "r323", "r564", "r565", "r567", "r649" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Debt Instrument, Term", "terseLabel": "Line of credit term" } } }, "localname": "DebtInstrumentTerm", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "auth_ref": [ "r564", "r567" ], "calculation": { "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt discount.", "label": "Debt Instrument, Unamortized Discount", "negatedTerseLabel": "Less: unamortized discount", "terseLabel": "Debt discount" } } }, "localname": "DebtInstrumentUnamortizedDiscount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DecreaseInUnrecognizedTaxBenefitsIsReasonablyPossible": { "auth_ref": [ "r442" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease reasonably possible in the next twelve months for the unrecognized tax benefit.", "label": "Decrease in Unrecognized Tax Benefits is Reasonably Possible", "terseLabel": "Reduction in total unrecognized tax benefits reasonably possible within next 12 months, minimum" } } }, "localname": "DecreaseInUnrecognizedTaxBenefitsIsReasonablyPossible", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCompensationArrangementWithIndividualCompensationExpense": { "auth_ref": [ "r364", "r382" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The compensation expense recognized during the period pertaining to the deferred compensation arrangement.", "label": "Deferred Compensation Arrangement with Individual, Compensation Expense", "terseLabel": "Compensation expense" } } }, "localname": "DeferredCompensationArrangementWithIndividualCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCompensationArrangementWithIndividualRequisiteServicePeriod1": { "auth_ref": [ "r365", "r384" ], "lang": { "en-us": { "role": { "documentation": "Minimum period the individual is required to perform services to be fully vested under the deferred compensation arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Deferred Compensation Arrangement with Individual, Requisite Service Period", "terseLabel": "Requisite service period" } } }, "localname": "DeferredCompensationArrangementWithIndividualRequisiteServicePeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DeferredCompensationPlanAssets": { "auth_ref": [ "r40" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of assets held under deferred compensation agreements.", "label": "Deferred Compensation Plan Assets", "terseLabel": "Deferred compensation plan assets" } } }, "localname": "DeferredCompensationPlanAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r130", "r465", "r474" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 2.0, "parentTag": "us-gaap_FederalIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Deferred" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsGross": { "auth_ref": [ "r566" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Gross", "terseLabel": "Debt issuance costs" } } }, "localname": "DeferredFinanceCostsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsNet": { "auth_ref": [ "r40", "r566" ], "calculation": { "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails": { "order": 3.0, "parentTag": "us-gaap_LongTermDebt", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Net", "negatedTerseLabel": "Less: unamortized debt issuance costs" } } }, "localname": "DeferredFinanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r130", "r465", "r474" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 2.0, "parentTag": "us-gaap_ForeignIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Deferred" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxAssetsNet": { "auth_ref": [ "r436", "r437" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.", "label": "Deferred Income Tax Assets, Net", "terseLabel": "Deferred tax assets" } } }, "localname": "DeferredIncomeTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r21", "r22", "r454", "r632", "r651" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndTaxCredits": { "auth_ref": [ "r116" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) and income tax credits.", "label": "Deferred Income Taxes and Tax Credits", "terseLabel": "Deferred income taxes, net" } } }, "localname": "DeferredIncomeTaxesAndTaxCredits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r130", "r465", "r474" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 2.0, "parentTag": "us-gaap_StateAndLocalIncomeTaxExpenseBenefitContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "Deferred" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetDomain": { "auth_ref": [ "r456" ], "lang": { "en-us": { "role": { "documentation": "Identification of the deferred tax asset for which a valuation reserve exists.", "label": "Deferred Tax Asset [Domain]", "terseLabel": "Deferred Tax Asset [Domain]" } } }, "localname": "DeferredTaxAssetDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredTaxAssetIntraEntityTransferAssetOtherThanInventory": { "auth_ref": [ "r462" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary difference from intra-entity transfer of asset within consolidated group. Excludes intra-entity transfer of inventory.", "label": "Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory", "terseLabel": "Deferred tax asset, intra-entity transfer other than inventory" } } }, "localname": "DeferredTaxAssetIntraEntityTransferAssetOtherThanInventory", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails", "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsDeferredIncome": { "auth_ref": [ "r462", "r463" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income.", "label": "Deferred Tax Assets, Deferred Income", "terseLabel": "Unearned revenue" } } }, "localname": "DeferredTaxAssetsDeferredIncome", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from intangible assets including goodwill.", "label": "Deferred Tax Assets, Goodwill and Intangible Assets", "terseLabel": "Intangible and other non-current assets" } } }, "localname": "DeferredTaxAssetsGoodwillAndIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r455" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Gross deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r457" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "totalLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r457" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetOfValuationAllowanceAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Assets, Net of Valuation Allowance [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "DeferredTaxAssetsNetOfValuationAllowanceAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r462", "r463" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other assets, net" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r462", "r463" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Stock-based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals": { "auth_ref": [ "r462", "r463" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from reserves and accruals.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals", "terseLabel": "Accruals and other" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccruals", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r456" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedTerseLabel": "Valuation allowance", "terseLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails", "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r437", "r457" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "terseLabel": "Deferred tax liabilities" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Liabilities, Gross [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "DeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxLiabilitiesDeferredExpense": { "auth_ref": [ "r462", "r463" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from capitalized costs.", "label": "Deferred Tax Liabilities, Deferred Expense", "negatedTerseLabel": "Deferred commissions" } } }, "localname": "DeferredTaxLiabilitiesDeferredExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesInvestments": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from investments (excludes investments in subsidiaries and equity method investments).", "label": "Deferred Tax Liabilities, Investments", "terseLabel": "Deferred tax liabilities, investments in equity securities" } } }, "localname": "DeferredTaxLiabilitiesInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r462", "r463" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedTerseLabel": "Property, plant and equipment, net" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Company contributions" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationEmployeeBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r115", "r276" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PropertyandEquipmentNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r115", "r206" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r528", "r529", "r533", "r534" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]", "terseLabel": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "auth_ref": [ "r540" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.", "label": "Derivative Instruments and Hedging Activities Disclosure [Text Block]", "terseLabel": "Derivatives and Hedging Activities" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivities" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipAxis": { "auth_ref": [ "r525", "r528", "r533" ], "lang": { "en-us": { "role": { "documentation": "Information by type of hedging relationship.", "label": "Hedging Relationship [Axis]", "terseLabel": "Hedging Relationship [Axis]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative [Line Items]", "terseLabel": "Derivative [Line Items]" } } }, "localname": "DerivativeLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeNotionalAmount": { "auth_ref": [ "r521", "r523" ], "lang": { "en-us": { "role": { "documentation": "Nominal or face amount used to calculate payment on derivative.", "label": "Derivative, Notional Amount", "terseLabel": "Notional amount" } } }, "localname": "DerivativeNotionalAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeTable": { "auth_ref": [ "r520", "r522", "r523", "r525", "r526", "r531", "r533", "r536", "r538", "r539" ], "lang": { "en-us": { "role": { "documentation": "Schedule that describes and identifies a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.", "label": "Derivative [Table]", "terseLabel": "Derivative [Table]" } } }, "localname": "DerivativeTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeTermOfContract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period the derivative contract is outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Derivative, Term of Contract", "verboseLabel": "Forward contract maturity" } } }, "localname": "DerivativeTermOfContract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r124", "r140", "r520", "r522", "r525", "r526", "r537" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivative Instruments and Hedging Activities" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DesignatedAsHedgingInstrumentMember": { "auth_ref": [ "r525" ], "lang": { "en-us": { "role": { "documentation": "Derivative instrument designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Designated as Hedging Instrument [Member]", "terseLabel": "Designated As Hedging Instrument" } } }, "localname": "DesignatedAsHedgingInstrumentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DevelopedTechnologyRightsMember": { "auth_ref": [ "r492" ], "lang": { "en-us": { "role": { "documentation": "Rights to developed technology, which can include the right to develop, use, market, sell, or offer for sale products, compounds, or intellectual property.", "label": "Developed Technology Rights [Member]", "terseLabel": "Purchased technology" } } }, "localname": "DevelopedTechnologyRightsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r351", "r356", "r357", "r358", "r359", "r360", "r361", "r362" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "auth_ref": [ "r351" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table Text Block]", "terseLabel": "Schedule of Revenue by Type" } } }, "localname": "DisaggregationOfRevenueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisposalGroupNotDiscontinuedOperationGainLossOnDisposal": { "auth_ref": [ "r115", "r275", "r279" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of gain (loss) recognized on the sale or disposal of a disposal group. Excludes discontinued operations.", "label": "Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal", "negatedTerseLabel": "Loss on disposition" } } }, "localname": "DisposalGroupNotDiscontinuedOperationGainLossOnDisposal", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_Dividends": { "auth_ref": [ "r324", "r647" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid cash, stock, and paid-in-kind (PIK) dividends declared, for example, but not limited to, common and preferred stock.", "label": "Dividends", "negatedTerseLabel": "Special Dividend" } } }, "localname": "Dividends", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueFromRelatedPartiesCurrent": { "auth_ref": [ "r3", "r12", "r26", "r131", "r594" ], "calculation": { "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails": { "order": 2.0, "parentTag": "us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).", "label": "Due from Related Parties, Current", "terseLabel": "Due from related parties, current" } } }, "localname": "DueFromRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToRelatedPartiesCurrent": { "auth_ref": [ "r41", "r139", "r594" ], "calculation": { "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails": { "order": 1.0, "parentTag": "us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).", "label": "Due to Related Parties, Current", "terseLabel": "Due to related parties, current" } } }, "localname": "DueToRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r88", "r157", "r158", "r159", "r160", "r161", "r166", "r168", "r172", "r173", "r174", "r178", "r179", "r643", "r666" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "verboseLabel": "Net income per weighted-average share attributable to VMware, Inc. common stockholders, basic for Classes\u00a0A\u00a0and B (in USD per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r88", "r157", "r158", "r159", "r160", "r161", "r168", "r172", "r173", "r174", "r178", "r179", "r643", "r666" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "verboseLabel": "Net income per weighted-average share attributable to VMware, Inc. common stockholders, diluted for Classes\u00a0A and B (in USD per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r124", "r175", "r176" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "verboseLabel": "Net Income Per Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r175", "r176", "r177", "r180" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Net Income Per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r554" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "terseLabel": "Effect of exchange rate changes on cash, cash equivalents and restricted cash" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r439" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Effective tax rate" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r439", "r476" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Statutory federal tax rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r439", "r476" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "terseLabel": "Tax rate differential for non-U.S. jurisdictions" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseOther": { "auth_ref": [ "r439", "r476" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other nondeductible expenses.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Percent", "terseLabel": "Permanent items" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r439", "r476" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent", "terseLabel": "Excess tax benefits from stock-based compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitAmount": { "auth_ref": [ "r428", "r439" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to expense for award under share-based payment arrangement. Excludes expense determined to be nondeductible upon grant or after for award under share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount", "terseLabel": "Net excess tax benefits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/StockholdersEquityNetExcessTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r439", "r476" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State taxes, net of federal benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCredits": { "auth_ref": [ "r439", "r476" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": -1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to tax credits. Including, but not limited to, research credit, foreign tax credit, investment tax credit, and other tax credits.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Percent", "negatedTerseLabel": "U.S. tax credits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCredits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r46" ], "calculation": { "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails": { "order": 1.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued employee related expenses" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]" } } }, "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r414" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Fair value of assumed unvested equity awards", "verboseLabel": "Unrecognized compensation cost for stock options and restricted stock" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Weighted-average remaining recognition period" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense": { "auth_ref": [ "r413" ], "calculation": { "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails": { "order": 2.0, "parentTag": "us-gaap_AllocatedShareBasedCompensationExpenseNetOfTax", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax benefit for recognition of expense of award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Expense, Tax Benefit", "negatedTerseLabel": "Income tax benefit" } } }, "localname": "EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeSeveranceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Termination of an employee associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Employee Severance [Member]", "terseLabel": "Severance-related costs" } } }, "localname": "EmployeeSeveranceMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentNarrativeDetails", "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "An Employee Stock Purchase Plan is a tax-efficient means by which employees of a corporation can purchase the corporation's stock.", "label": "Employee Stock [Member]", "terseLabel": "Employee stock" } } }, "localname": "EmployeeStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r411" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-based Payment Arrangement, Option [Member]", "verboseLabel": "Employee stock options" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EntityWideInformationRevenueFromExternalCustomerLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue from External Customer [Line Items]", "terseLabel": "Revenue from External Customer [Line Items]" } } }, "localname": "EntityWideInformationRevenueFromExternalCustomerLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tangible personal property used to produce goods and services.", "label": "Equipment [Member]", "terseLabel": "Equipment" } } }, "localname": "EquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r149", "r150", "r151", "r154", "r162", "r164", "r181", "r246", "r317", "r324", "r420", "r421", "r422", "r470", "r471", "r555", "r556", "r557", "r558", "r559", "r561", "r679", "r680", "r681" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]", "verboseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityInterestIssuedOrIssuableByTypeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of equity interests that are issued or issuable in a business combination.", "label": "Equity Interest Type [Axis]", "terseLabel": "Equity Interest Type [Axis]" } } }, "localname": "EquityInterestIssuedOrIssuableByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EquityInterestIssuedOrIssuableTypeDomain": { "auth_ref": [ "r497" ], "lang": { "en-us": { "role": { "documentation": "Name of equity interest issued or issuable to acquire an entity in a business combination.", "label": "Equity Interest Issued or Issuable, Type [Domain]", "terseLabel": "Equity Interest Issued or Issuable, Type [Domain]" } } }, "localname": "EquityInterestIssuedOrIssuableTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquitySecuritiesFvNi": { "auth_ref": [ "r546" ], "calculation": { "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails": { "order": 1.0, "parentTag": "vmw_EquitySecuritiesFvNiCurrentAndNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI", "terseLabel": "Investment at fair value included in short-term investments", "verboseLabel": "Short-term investments" } } }, "localname": "EquitySecuritiesFvNi", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiCost": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cost of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI). Excludes equity method investment and investment in equity security without readily determinable fair value.", "label": "Equity Securities, FV-NI, Cost", "terseLabel": "Investment at carrying value" } } }, "localname": "EquitySecuritiesFvNiCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiUnrealizedGain": { "auth_ref": [ "r240" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI, Unrealized Gain", "terseLabel": "Unrealized gain on adjustment of investments to fair value" } } }, "localname": "EquitySecuritiesFvNiUnrealizedGain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesFvNiUnrealizedGainLoss": { "auth_ref": [ "r240", "r668" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain (loss) on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI, Unrealized Gain (Loss)", "negatedLabel": "Unrealized (gain) loss on equity securities, net" } } }, "localname": "EquitySecuritiesFvNiUnrealizedGainLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueAmount": { "auth_ref": [ "r237" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Amount", "terseLabel": "Securities without readily determinable fair value" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueDownwardPriceAdjustmentAnnualAmount": { "auth_ref": [ "r238" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from downward price adjustment on investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount", "terseLabel": "Unrealized loss on equity securities without a readily determinable fair value" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueDownwardPriceAdjustmentAnnualAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentAnnualAmount": { "auth_ref": [ "r239" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain from upward price adjustment on investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Annual Amount", "terseLabel": "Unrealized gain on equity securities without a readily determinable fair value" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentAnnualAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r541", "r542", "r543", "r545" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "terseLabel": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]" } } }, "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r541", "r548", "r549" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]", "terseLabel": "Fair Value, by Balance Sheet Grouping [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r375", "r542", "r599", "r600", "r601" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r544" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r367", "r368", "r373", "r375", "r542", "r599" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r367", "r368", "r373", "r375", "r542", "r600" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r375", "r599", "r600", "r601" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FederalIncomeTaxExpenseBenefitContinuingOperations": { "auth_ref": [ "r129", "r438" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current and deferred federal income tax expense (benefit) attributable to income (loss) from continuing operations.", "label": "Federal Income Tax Expense (Benefit), Continuing Operations", "totalLabel": "Total" } } }, "localname": "FederalIncomeTaxExpenseBenefitContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FederalIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Federal Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Federal:" } } }, "localname": "FederalIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseInterestExpense": { "auth_ref": [ "r572", "r578", "r589" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseCostDetails": { "order": 2.0, "parentTag": "vmw_FinanceLeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense on finance lease liability.", "label": "Finance Lease, Interest Expense", "terseLabel": "Interest on lease liabilities" } } }, "localname": "FinanceLeaseInterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseInterestPaymentOnLiability": { "auth_ref": [ "r574", "r583" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest paid on finance lease liability.", "label": "Finance Lease, Interest Payment on Liability", "terseLabel": "Operating cash flows from finance leases" } } }, "localname": "FinanceLeaseInterestPaymentOnLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finance Lease, Liability, Payment, Due [Abstract]", "terseLabel": "Finance Leases" } } }, "localname": "FinanceLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseLiability": { "auth_ref": [ "r570", "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease.", "label": "Finance Lease, Liability", "terseLabel": "Total lease liabilities", "totalLabel": "Total lease liabilities" } } }, "localname": "FinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails", "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityCurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current.", "label": "Finance Lease, Liability, Current", "terseLabel": "Lease liabilities, current" } } }, "localname": "FinanceLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r588" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of finance lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to finance lease liability recognized in statement of financial position.", "label": "Finance Lease, Liability, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Finance Lease Liability Maturity" } } }, "localname": "FinanceLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent.", "label": "Finance Lease, Liability, Noncurrent", "terseLabel": "Lease liabilities, non-current" } } }, "localname": "FinanceLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDue": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Payment, Due", "totalLabel": "Total future minimum lease payments" } } }, "localname": "FinanceLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 3.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 5.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Five", "terseLabel": "2026" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 4.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 6.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r588" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: Imputed interest" } } }, "localname": "FinanceLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeasePrincipalPayments": { "auth_ref": [ "r573", "r583" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for principal payment on finance lease.", "label": "Finance Lease, Principal Payments", "negatedTerseLabel": "Principal payments on finance lease obligations", "terseLabel": "Financing cash flows from finance leases" } } }, "localname": "FinanceLeasePrincipalPayments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.vmware.com/role/LeasesLeaseCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAsset": { "auth_ref": [ "r569" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, after Accumulated Amortization", "terseLabel": "ROU assets, non-current" } } }, "localname": "FinanceLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetAmortization": { "auth_ref": [ "r572", "r578", "r589" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseCostDetails": { "order": 1.0, "parentTag": "vmw_FinanceLeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, Amortization", "terseLabel": "Amortization of ROU assets" } } }, "localname": "FinanceLeaseRightOfUseAssetAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r571" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes finance lease right-of-use asset.", "label": "Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]", "terseLabel": "Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]" } } }, "localname": "FinanceLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "extensibleListItemType" }, "us-gaap_FinanceLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r586", "r589" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for finance lease calculated at point in time.", "label": "Finance Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Finance leases" } } }, "localname": "FinanceLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseTermandDiscountRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FinanceLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r585", "r589" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Finance Lease, Weighted Average Remaining Lease Term", "terseLabel": "Finance leases" } } }, "localname": "FinanceLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseTermandDiscountRateDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination.", "label": "Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets Acquired" } } }, "localname": "FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Weighted-Average Useful Lives (in years)", "verboseLabel": "Useful lives (in years)" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r269" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r271" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails": { "order": 6.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r271" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2026" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r271" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r271" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r271" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r262", "r265", "r269", "r272", "r610", "r614" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r269", "r614" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross\u00a0Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r262", "r268" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r269", "r610" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "periodEndLabel": "Balance, end of the year", "periodStartLabel": "Balance, beginning of the year", "totalLabel": "Net Book Value" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAmortizationofIntangibleAssetsDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillRollforwardofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Finite-lived Intangible Assets [Roll Forward]", "terseLabel": "Finite-lived Intangible Assets [Roll Forward]" } } }, "localname": "FiniteLivedIntangibleAssetsRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillRollforwardofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinitelivedIntangibleAssetsAcquired1": { "auth_ref": [ "r263" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in assets, excluding financial assets, lacking physical substance with a definite life, from an acquisition.", "label": "Finite-lived Intangible Assets Acquired", "terseLabel": "Additions to intangible assets related to business combinations" } } }, "localname": "FinitelivedIntangibleAssetsAcquired1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillRollforwardofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "International" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r124", "r562" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "verboseLabel": "Foreign Currency Remeasurement and Translation" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ForeignExchangeForwardMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Foreign exchange forward traded on an exchange (examples include but are not limited to the International Securities Exchange, Philadelphia Stock Exchange, or the Chicago Mercantile Exchange) for options or future contracts to buy or sell a certain currency, at a specified date, at a fixed exercise exchange rate.", "label": "Foreign Exchange Forward [Member]", "terseLabel": "Foreign Exchange Forward" } } }, "localname": "ForeignExchangeForwardMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignIncomeTaxExpenseBenefitContinuingOperations": { "auth_ref": [ "r137" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current and deferred foreign income tax expense (benefit) attributable to income (loss) from continuing operations.", "label": "Foreign Income Tax Expense (Benefit), Continuing Operations", "totalLabel": "Total" } } }, "localname": "ForeignIncomeTaxExpenseBenefitContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Foreign Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Foreign:" } } }, "localname": "ForeignIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and fixtures" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainContingencyPatentsAllegedlyInfringedUponNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of entity's patents that another entity has allegedly infringed.", "label": "Gain Contingency, Patents Allegedly Infringed upon, Number", "terseLabel": "Number of patents allegedly infringed upon" } } }, "localname": "GainContingencyPatentsAllegedlyInfringedUponNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments": { "auth_ref": [ "r528", "r532" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in earnings in the period from the increase (decrease) in fair value of foreign currency derivatives not designated as hedging instruments.", "label": "Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments", "terseLabel": "Gain (loss) on forward contracts not designated as hedging instruments" } } }, "localname": "GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSalesOfAssetsAndAssetImpairmentCharges": { "auth_ref": [ "r115" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) from the difference between the sale price or salvage price and the book value of an asset that was sold or retired, and gain (loss) from the write down of assets from their carrying value to fair value.", "label": "Gain (Loss) on Sale of Assets and Asset Impairment Charges", "negatedTerseLabel": "(Gain) loss on disposition of assets, revaluation and impairment, net" } } }, "localname": "GainLossOnSalesOfAssetsAndAssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainsLossesOnExtinguishmentOfDebt": { "auth_ref": [ "r115", "r310", "r311" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.", "label": "Gain (Loss) on Extinguishment of Debt", "negatedLabel": "Loss on extinguishment of debt" } } }, "localname": "GainsLossesOnExtinguishmentOfDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r92" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 5.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GeographicConcentrationRiskMember": { "auth_ref": [ "r191" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that a specified dollar value on the balance sheet or income statement in the period from one or more specified geographic areas is to a corresponding consolidated, segment, or product line amount. Risk is the materially adverse effects of economic decline or antagonistic political actions resulting in loss of assets, sales volume, labor supply, or source of materials and supplies in a US state or a specified country, continent, or region such as EMEA (Europe, Middle East, Africa).", "label": "Geographic Concentration Risk [Member]", "terseLabel": "Geographic Concentration Risk" } } }, "localname": "GeographicConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r252", "r253", "r628" ], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 }, "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Balance, end of the year", "periodStartLabel": "Balance, beginning of the year", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillChangesinCarryingAmountofGoodwillDetails", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r255" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "terseLabel": "Increase in goodwill due to business combinations and related adjustments" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock": { "auth_ref": [ "r124", "r258", "r266" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.", "label": "Goodwill and Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Purchased Intangible Assets and Goodwill" } } }, "localname": "GoodwillAndIntangibleAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillImpairedAccumulatedImpairmentLoss": { "auth_ref": [ "r254", "r257" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impaired, Accumulated Impairment Loss", "terseLabel": "Goodwill impairment" } } }, "localname": "GoodwillImpairedAccumulatedImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPurchasedIntangibleAssetsandGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillPurchaseAccountingAdjustments": { "auth_ref": [ "r256", "r483" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from adjustments after acquisition date under purchase accounting of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Purchase Accounting Adjustments", "terseLabel": "Goodwill, purchase adjustments" } } }, "localname": "GoodwillPurchaseAccountingAdjustments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillChangesinCarryingAmountofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_HedgingDesignationAxis": { "auth_ref": [ "r525", "r535" ], "lang": { "en-us": { "role": { "documentation": "Information by designation of purpose of derivative instrument.", "label": "Hedging Designation [Axis]", "terseLabel": "Hedging Designation [Axis]" } } }, "localname": "HedgingDesignationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_HedgingDesignationDomain": { "auth_ref": [ "r525" ], "lang": { "en-us": { "role": { "documentation": "Designation of purpose of derivative instrument.", "label": "Hedging Designation [Domain]", "terseLabel": "Hedging Designation [Domain]" } } }, "localname": "HedgingDesignationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_HedgingRelationshipDomain": { "auth_ref": [ "r525" ], "lang": { "en-us": { "role": { "documentation": "Nature or intent of a hedge.", "label": "Hedging Relationship [Domain]", "terseLabel": "Hedging Relationship [Domain]" } } }, "localname": "HedgingRelationshipDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r136", "r475" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "Domestic" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r83", "r208", "r211", "r214", "r217", "r220", "r627", "r638", "r646", "r669" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 1.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 }, "http://www.vmware.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Total income before income tax" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r136", "r475" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesIncomeLossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r280" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r443" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]", "terseLabel": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r440", "r452", "r459", "r472", "r477", "r479", "r480", "r481" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r130", "r163", "r164", "r207", "r438", "r473", "r478", "r670" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 2.0, "parentTag": "us-gaap_ProfitLoss", "weight": -1.0 }, "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Income tax provision (benefit)", "totalLabel": "Total provision (benefit) for income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r79", "r124", "r434", "r435", "r452", "r453", "r458", "r466", "r698" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r119" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid for taxes, net", "verboseLabel": "Payments from VMware to Dell, net" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r114" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r114" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedIncomeTaxesPayable": { "auth_ref": [ "r114" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the period in the amount due for taxes based on the reporting entity's earnings or attributable to the entity's income earning process (business presence) within a given jurisdiction.", "label": "Increase (Decrease) in Income Taxes Payable", "terseLabel": "Income taxes payable" } } }, "localname": "IncreaseDecreaseInAccruedIncomeTaxesPayable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilities": { "auth_ref": [ "r114" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.", "label": "Increase (Decrease) in Accrued Liabilities", "terseLabel": "Accrued expenses and other liabilities" } } }, "localname": "IncreaseDecreaseInAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerLiability": { "auth_ref": [ "r114" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Contract with Customer, Liability", "terseLabel": "Unearned revenue" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in assets and liabilities, net of acquisitions:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssets": { "auth_ref": [ "r114" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets classified as other.", "label": "Increase (Decrease) in Other Operating Assets", "negatedLabel": "Other current assets and other assets" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "stringItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r260", "r267" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangible assets, net" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r81", "r205", "r563", "r566", "r644" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "negatedLabel": "Interest expense", "terseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r108", "r112", "r119" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InternalRevenueServiceIRSMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the United States of America government entitled to levy and collect income taxes from the entity.", "label": "Internal Revenue Service (IRS) [Member]", "terseLabel": "IRS" } } }, "localname": "InternalRevenueServiceIRSMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentIncomeNonoperating": { "auth_ref": [ "r93" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income from investments (for example, dividends) not considered a component of the entity's core operations.", "label": "Investment Income, Nonoperating", "terseLabel": "Investment income" } } }, "localname": "InvestmentIncomeNonoperating", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentPolicyTextBlock": { "auth_ref": [ "r241", "r667" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for investment in financial asset.", "label": "Investment, Policy [Policy Text Block]", "terseLabel": "Investments in Equity Securities" } } }, "localname": "InvestmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentsDebtAndEquitySecuritiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Investments, Debt and Equity Securities [Abstract]", "terseLabel": "Investments, Debt and Equity Securities [Abstract]" } } }, "localname": "InvestmentsDebtAndEquitySecuritiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_InvestmentsInDebtAndEquityInstrumentsCashAndCashEquivalentsUnrealizedAndRealizedGainsLossesTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for cash, cash equivalents, investments in debt and equity instruments (including cost and equity investees and related income statement amounts), equity and cost method investments, investments in joint ventures and any other investment.", "label": "Investments in Debt and Equity Instruments, Cash and Cash Equivalents, Unrealized and Realized Gains (Losses) [Text Block]", "verboseLabel": "Cash, Cash Equivalents, Restricted Cash and Short-Term Investments" } } }, "localname": "InvestmentsInDebtAndEquityInstrumentsCashAndCashEquivalentsUnrealizedAndRealizedGainsLossesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestments" ], "xbrltype": "textBlockItemType" }, "us-gaap_LandImprovementsMember": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to real estate held.", "label": "Land Improvements [Member]", "terseLabel": "Land improvements" } } }, "localname": "LandImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r587", "r589" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseCostDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "terseLabel": "Lease expense", "totalLabel": "Total lease expense" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCostDetails", "http://www.vmware.com/role/LeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lease, Cost [Abstract]", "terseLabel": "Finance lease expense:" } } }, "localname": "LeaseCostAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCostDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r587" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Lease Cost, Cash Flow, Term and Discount Rate" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r277" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_LeasesAcquiredInPlaceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This element represents the amount of value allocated by a lessor (acquirer) to lease agreements which exist at acquisition of a leased property. Such amount may include the value assigned to tenant relationships and excludes the market adjustment component of the value assigned for above or below-market leases acquired.", "label": "Leases, Acquired-in-Place [Member]", "terseLabel": "Leasehold interest" } } }, "localname": "LeasesAcquiredInPlaceMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LesseeFinanceLeaseDescriptionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lessee, Finance Lease, Description [Abstract]", "terseLabel": "Finance Leases" } } }, "localname": "LesseeFinanceLeaseDescriptionAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeFinanceLeasesTextBlock": { "auth_ref": [ "r590" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for finance leases of lessee. Includes, but is not limited to, description of lessee's finance lease and maturity analysis of finance lease liability.", "label": "Lessee, Finance Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeFinanceLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r577" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r576" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseDescriptionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lessee, Operating Lease, Description [Abstract]", "terseLabel": "Operating Leases" } } }, "localname": "LesseeOperatingLeaseDescriptionAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r588" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Operating Lease Liability Maturity" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total future minimum lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "terseLabel": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r588" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r588" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: Imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r590" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r45", "r127", "r213", "r242", "r506", "r514", "r515", "r553" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r33", "r127", "r242", "r553", "r634", "r660" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders\u2019 equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND STOCKHOLDERS\u2019 EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r47", "r127", "r242", "r506", "r514", "r515", "r553" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LicenseAndMaintenanceMember": { "auth_ref": [ "r356" ], "lang": { "en-us": { "role": { "documentation": "Right to use intangible asset and process of preserving asset. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark.", "label": "License and Maintenance [Member]", "terseLabel": "Unearned software maintenance revenue" } } }, "localname": "LicenseAndMaintenanceMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LicenseMember": { "auth_ref": [ "r356" ], "lang": { "en-us": { "role": { "documentation": "Right to use intangible asset. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark.", "label": "License [Member]", "terseLabel": "License", "verboseLabel": "Unearned license revenue" } } }, "localname": "LicenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r42" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Credit facility maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongLivedAssetsByGeographicAreasTableTextBlock": { "auth_ref": [ "r226" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-lived assets, excluding financial instruments, long-term customer relationships of a financial institution, mortgage rights, deferred policy acquisition costs, and deferred tax assets, by geographic areas located in the entity's country of domicile and foreign countries in which the entity holds assets.", "label": "Long-lived Assets by Geographic Areas [Table Text Block]", "terseLabel": "Schedule of Long-Lived Assets by Geographic Area" } } }, "localname": "LongLivedAssetsByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r19", "r308", "r633", "r657" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "terseLabel": "Long-term debt", "totalLabel": "Net carrying amount" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r44" ], "calculation": { "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails_1": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "verboseLabel": "Current portion of long-term debt" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r49" ], "calculation": { "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails_1": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-term debt" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r49" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r49", "r306" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]", "terseLabel": "Loss Contingencies [Line Items]" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r294", "r295", "r296", "r298", "r299", "r300", "r302", "r304", "r305" ], "lang": { "en-us": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]", "terseLabel": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingencyDamagesAwardedValue": { "auth_ref": [ "r294", "r297", "r301" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of damages awarded to the plaintiff in the legal matter.", "label": "Loss Contingency, Damages Awarded, Value", "terseLabel": "Damages awarded" } } }, "localname": "LossContingencyDamagesAwardedValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingencyDamagesPaidValue": { "auth_ref": [ "r294", "r297", "r301" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of damages paid to the plaintiff in the legal matter.", "label": "Loss Contingency, Damages Paid, Value", "terseLabel": "Amount paid to the petitioners" } } }, "localname": "LossContingencyDamagesPaidValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingencyNumberOfPlaintiffs": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of plaintiffs that have filed claims pertaining to a loss contingency.", "label": "Loss Contingency, Number of Plaintiffs", "terseLabel": "Number of petitioners" } } }, "localname": "LossContingencyNumberOfPlaintiffs", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_LossContingencyPatentsAllegedlyInfringedNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of another entity's patents that the entity has allegedly infringed.", "label": "Loss Contingency, Patents Allegedly Infringed, Number", "terseLabel": "Patent infringement claims" } } }, "localname": "LossContingencyPatentsAllegedlyInfringedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_LossContingencyPatentsFoundInfringedNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of another entity's patents that the entity was found to have infringed.", "label": "Loss Contingency, Patents Found Infringed, Number", "terseLabel": "Number of patents willfully infringed upon" } } }, "localname": "LossContingencyPatentsFoundInfringedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_MajorityShareholderMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Owner that controls more than 50 percent of the voting interest in the entity through direct or indirect ownership.", "label": "Majority Shareholder [Member]", "terseLabel": "Dell", "verboseLabel": "Majority Shareholder" } } }, "localname": "MajorityShareholderMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails", "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails", "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails", "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders": { "auth_ref": [ "r324" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Decrease in noncontrolling interest balance from payment of dividends or other distributions by the non-wholly owned subsidiary or partially owned entity, included in the consolidation of the parent entity, to the noncontrolling interest holders.", "label": "Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders", "negatedTerseLabel": "Transactions with Pivotal\u2019s non-controlling stockholders", "terseLabel": "Reduction of additional paid in capital" } } }, "localname": "MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage.", "label": "Noncontrolling Interest, Ownership Percentage by Parent", "verboseLabel": "Outstanding ownership percentage of VMware controlled by Dell" } } }, "localname": "MinorityInterestOwnershipPercentageByParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r367" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]", "terseLabel": "Money-market funds" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails", "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MovementInValuationAllowancesAndReservesRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]", "terseLabel": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]" } } }, "localname": "MovementInValuationAllowancesAndReservesRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r111" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash used in financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Financing activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r111" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash provided by (used in) investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Investing activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r111", "r113", "r116" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Operating activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r0", "r73", "r76", "r84", "r116", "r127", "r153", "r157", "r158", "r159", "r160", "r163", "r164", "r171", "r208", "r211", "r214", "r217", "r220", "r242", "r553", "r639", "r662" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "totalLabel": "Net income attributable to VMware, Inc.", "verboseLabel": "Net income attributable to VMware, Inc." } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r73", "r76", "r163", "r164", "r509", "r517" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": -1.0 }, "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "terseLabel": "Less: Net loss attributable to non-controlling interests" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recently Adopted Accounting Standards and New Accounting Pronouncement" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NonUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Countries excluding the United States of America (US).", "label": "Non-US [Member]", "terseLabel": "International" } } }, "localname": "NonUsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NoncontrollingInterestIncreaseFromSubsidiaryEquityIssuance": { "auth_ref": [ "r325", "r504", "r511" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in noncontrolling interest from subsidiary issuance of equity interests to noncontrolling interest holders.", "label": "Noncontrolling Interest, Increase from Subsidiary Equity Issuance", "terseLabel": "Transactions with Pivotal\u2019s non-controlling stockholders" } } }, "localname": "NoncontrollingInterestIncreaseFromSubsidiaryEquityIssuance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_NoncontrollingInterestMember": { "auth_ref": [ "r149", "r150", "r151", "r324", "r500" ], "lang": { "en-us": { "role": { "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest.", "label": "Noncontrolling Interest [Member]", "terseLabel": "Non-controlling Interests" } } }, "localname": "NoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_NoncurrentAssets": { "auth_ref": [ "r224" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets.", "label": "Long-Lived Assets", "terseLabel": "Long-lived assets by geographic area" } } }, "localname": "NoncurrentAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NondesignatedMember": { "auth_ref": [ "r525" ], "lang": { "en-us": { "role": { "documentation": "Derivative instrument not designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Not Designated as Hedging Instrument [Member]", "terseLabel": "Not Designated As Hedging Instrument" } } }, "localname": "NondesignatedMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NonvestedRestrictedStockSharesActivityTableTextBlock": { "auth_ref": [ "r389" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the changes in outstanding nonvested restricted stock shares.", "label": "Nonvested Restricted Stock Shares Activity [Table Text Block]", "terseLabel": "Summary of Restricted Stock Expected to Vest" } } }, "localname": "NonvestedRestrictedStockSharesActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_NotesPayableOtherPayablesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A written promise to pay a note to a third party.", "label": "Notes Payable, Other Payables [Member]", "terseLabel": "Notes payable", "verboseLabel": "Notes Payable" } } }, "localname": "NotesPayableOtherPayablesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NotesPayableRelatedPartiesNoncurrent": { "auth_ref": [ "r50", "r139", "r594" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount for notes payable (written promise to pay), payable to related parties, which are due after one year (or one business cycle).", "label": "Notes Payable, Related Parties, Noncurrent", "terseLabel": "Note payable to Dell" } } }, "localname": "NotesPayableRelatedPartiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NumberOfBusinessesAcquired": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of businesses acquired by the entity during the period.", "label": "Number of Businesses Acquired", "terseLabel": "Number of other acquisitions" } } }, "localname": "NumberOfBusinessesAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfReportableSegments": { "auth_ref": [ "r200" ], "lang": { "en-us": { "role": { "documentation": "Number of segments reported by the entity. A reportable segment is a component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements.", "label": "Number of Reportable Segments", "terseLabel": "Number of reportable segments" } } }, "localname": "NumberOfReportableSegments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfReportingUnits": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of reporting units tested for impairment of goodwill. A reporting unit is an operating segment or one level below an operating segment.", "label": "Number of Reporting Units", "terseLabel": "Number of reportable units" } } }, "localname": "NumberOfReportingUnits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPurchasedIntangibleAssetsandGoodwillDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r208", "r211", "r214", "r217", "r220" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Operating income" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingIncomeLossAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Income (Loss) [Abstract]", "terseLabel": "Operating expenses:" } } }, "localname": "OperatingIncomeLossAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r579", "r589" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseCostDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Operating lease expense" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lessee, Operating Lease, Liability, Payment, Due [Abstract]", "terseLabel": "Operating Leases" } } }, "localname": "OperatingLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r570" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Total lease liabilities", "totalLabel": "Total lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails", "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "verboseLabel": "Lease liabilities, current" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r571" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes current operating lease liability.", "label": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]", "terseLabel": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]" } } }, "localname": "OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "extensibleListItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r570" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating lease liabilities", "verboseLabel": "Lease liabilities, non-current" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r575", "r583" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Operating cash flows from operating leases" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r569" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "verboseLabel": "ROU assets, non-current" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r571" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes operating lease right-of-use asset.", "label": "Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]", "terseLabel": "Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]" } } }, "localname": "OperatingLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseAssetsandLiabilitiesDetails" ], "xbrltype": "extensibleListItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r586", "r589" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Operating leases" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseTermandDiscountRateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r585", "r589" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Operating leases" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseTermandDiscountRateDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r460" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]", "terseLabel": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock": { "auth_ref": [ "r148", "r165", "r198", "r519" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.", "label": "Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]", "terseLabel": "Overview and Basis of Presentation" } } }, "localname": "OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentation" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r8", "r9", "r10", "r46" ], "calculation": { "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails": { "order": 3.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "Other" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r56" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "terseLabel": "Other current assets" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r40" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitment": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Minimum amount of other commitment not otherwise specified in the taxonomy. Excludes commitments explicitly modeled in the taxonomy, including but not limited to, long-term and short-term purchase commitments, recorded and unrecorded purchase obligations, supply commitments, registration payment arrangements, leases, debt, product warranties, guarantees, environmental remediation obligations, and pensions.", "label": "Other Commitment", "totalLabel": "Total" } } }, "localname": "OtherCommitment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 6.0, "parentTag": "us-gaap_OtherCommitment", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of commitment classified as other to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Other Commitment, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "OtherCommitmentDueAfterFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentDueInFifthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 5.0, "parentTag": "us-gaap_OtherCommitment", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of commitment classified as other to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Other Commitment, to be Paid, Year Five", "terseLabel": "2026" } } }, "localname": "OtherCommitmentDueInFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentDueInFourthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 4.0, "parentTag": "us-gaap_OtherCommitment", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of commitment classified as other to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Other Commitment, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "OtherCommitmentDueInFourthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_ContractualObligationDueInNextTwelveMonths", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of commitment classified as other to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Other Commitment, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "OtherCommitmentDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentDueInSecondYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_ContractualObligationDueInSecondYear", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of commitment classified as other to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Other Commitment, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "OtherCommitmentDueInSecondYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentDueInThirdYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 3.0, "parentTag": "us-gaap_OtherCommitment", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of commitment classified as other to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Other Commitment, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "OtherCommitmentDueInThirdYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCommitmentFiscalYearMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Commitment, Fiscal Year Maturity [Abstract]", "terseLabel": "Asset Retirement Obligations" } } }, "localname": "OtherCommitmentFiscalYearMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeAvailableForSaleSecuritiesAdjustmentNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment and Tax [Abstract]", "terseLabel": "Changes in fair value of available-for-sale securities:" } } }, "localname": "OtherComprehensiveIncomeAvailableForSaleSecuritiesAdjustmentNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeDerivativesQualifyingAsHedgesNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax [Abstract]", "terseLabel": "Changes in fair value of effective foreign currency forward contracts:" } } }, "localname": "OtherComprehensiveIncomeDerivativesQualifyingAsHedgesNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentNetOfTax": { "auth_ref": [ "r63", "r64", "r66" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and adjustment, of unrealized gain (loss) on investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale) and unrealized gain (loss) on investment in debt security measured at amortized cost (held-to-maturity) from transfer to available-for-sale.", "label": "OCI, Debt Securities, Available-for-Sale, Gain (Loss), after Adjustment and Tax", "totalLabel": "Net change in fair value of available-for-sale securities" } } }, "localname": "OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax": { "auth_ref": [ "r69", "r80", "r555", "r557", "r561" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax, before reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), before Reclassifications, Net of Tax", "terseLabel": "Unrealized gains (losses), net of tax provision (benefit) of $\u2014, $\u2014 and $\u2014" } } }, "localname": "OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsTax": { "auth_ref": [ "r67" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) allocated to other comprehensive income (loss) before reclassification adjustment from accumulated other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss) before Reclassifications, Tax", "terseLabel": "Tax provision (benefit) before reclassifications" } } }, "localname": "OtherComprehensiveIncomeLossBeforeReclassificationsTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax": { "auth_ref": [ "r62", "r66" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 3.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and reclassification, of gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax", "totalLabel": "Net change in fair value of effective foreign currency forward contracts" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationAfterTax": { "auth_ref": [ "r62", "r66" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and before reclassification, of gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax", "terseLabel": "Unrealized gains (losses), net of tax provision (benefit) of $\u2014 for all periods" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationAfterTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationTax": { "auth_ref": [ "r67" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before reclassification, of tax expense (benefit) for gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax", "terseLabel": "Tax provision (benefit) on unrealized gains (losses) on derivatives" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossBeforeReclassificationTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOMEParentheticals" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationAfterTax": { "auth_ref": [ "r66", "r70" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of reclassification of gain (loss) from accumulated other comprehensive income (AOCI) for derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax", "negatedLabel": "Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $\u2014 for all periods" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationAfterTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationTax": { "auth_ref": [ "r67" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) for reclassification of gain (loss) from accumulated other comprehensive income (AOCI) for derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax", "negatedTerseLabel": "Tax (provision) benefit on reclassification of gains (losses) realized on derivatives" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOMEParentheticals" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r60" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax", "terseLabel": "Foreign currency translation adjustments" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r74", "r77", "r80", "r85", "r317", "r555", "r560", "r561", "r640", "r663" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "netLabel": "Other comprehensive income (loss), net", "terseLabel": "Total other comprehensive income (loss)", "totalLabel": "Total other comprehensive income (loss)" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax [Abstract]", "terseLabel": "Other comprehensive income (loss):" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r74", "r77", "r502", "r503", "r512" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 3.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of other comprehensive income (loss) attributable to noncontrolling interests.", "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest", "terseLabel": "Less: Other comprehensive income (loss) attributable to non-controlling interests" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIForSaleOfSecuritiesNetOfTax": { "auth_ref": [ "r66", "r70", "r71", "r236" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossAvailableForSaleSecuritiesAdjustmentNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of reclassification adjustment from accumulated other comprehensive income for unrealized gain (loss) realized upon the sale of available-for-sale securities.", "label": "Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Net of Tax", "negatedLabel": "Reclassification of (gains) losses realized during the period, net of tax (provision) benefit of $\u2014, $\u2014 and $10" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIForSaleOfSecuritiesNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIForSaleOfSecuritiesTax": { "auth_ref": [ "r67", "r236" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) of reclassification adjustment from accumulated other comprehensive income for unrealized gain (loss) realized upon the sale of available-for-sale securities.", "label": "Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax", "terseLabel": "Tax (provision) benefit on reclassification of (gains) losses realized on available-for-sale securities" } } }, "localname": "OtherComprehensiveIncomeLossReclassificationAdjustmentFromAOCIForSaleOfSecuritiesTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOMEParentheticals" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherEmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r46" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligations incurred for employer-related costs classified as other, payable within one year or the normal operating cycle, if longer.", "label": "Other Employee-related Liabilities, Current", "terseLabel": "ESPP withholdings" } } }, "localname": "OtherEmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Intangible assets classified as other.", "label": "Other Intangible Assets [Member]", "terseLabel": "Other" } } }, "localname": "OtherIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r51" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncashIncomeExpense": { "auth_ref": [ "r116" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) included in net income that results in no cash inflow (outflow), classified as other.", "label": "Other Noncash Income (Expense)", "negatedLabel": "Other" } } }, "localname": "OtherNoncashIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r94" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 4.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Other income (expense), net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_PayablesAndAccrualsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Payables and Accruals [Abstract]", "terseLabel": "Payables and Accruals [Abstract]" } } }, "localname": "PayablesAndAccrualsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r105" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedLabel": "Repurchase of common stock" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRestructuring": { "auth_ref": [ "r109", "r283" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash payments made as the result of exit or disposal activities. Excludes payments associated with a discontinued operation or an asset retirement obligation.", "label": "Payments for Restructuring", "negatedLabel": "Utilization" } } }, "localname": "PaymentsForRestructuring", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividends": { "auth_ref": [ "r105" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash outflow in the form of capital distributions and dividends to common shareholders, preferred shareholders and noncontrolling interests.", "label": "Payments of Dividends", "negatedTerseLabel": "Payment for Special Dividend", "terseLabel": "Payment for special dividend" } } }, "localname": "PaymentsOfDividends", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [ "r105" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to satisfy grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Payment, Tax Withholding, Share-based Payment Arrangement", "negatedLabel": "Shares repurchased for tax withholdings on vesting of restricted stock" } } }, "localname": "PaymentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireAvailableForSaleSecuritiesDebt": { "auth_ref": [ "r95", "r98", "r235" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to acquire investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Payments to Acquire Debt Securities, Available-for-sale", "negatedTerseLabel": "Purchases of available-for-sale securities" } } }, "localname": "PaymentsToAcquireAvailableForSaleSecuritiesDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r99", "r496" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "verboseLabel": "Net cash payout to noncontrolling interest holders" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r99" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "negatedTerseLabel": "Business combinations, net of cash acquired, and purchases of intangible assets", "terseLabel": "Cash payout, net of cash acquired" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireOtherInvestments": { "auth_ref": [ "r101" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to acquire investments classified as other.", "label": "Payments to Acquire Other Investments", "negatedTerseLabel": "Purchases of strategic investments" } } }, "localname": "PaymentsToAcquireOtherInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r100" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Additions to property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToMinorityShareholders": { "auth_ref": [ "r107" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow to a noncontrolling interest. Includes, but not limited to, reduction of noncontrolling interest ownership. Excludes dividends paid to the noncontrolling interest.", "label": "Payments to Noncontrolling Interests", "terseLabel": "Payments to dissenting stockholders" } } }, "localname": "PaymentsToMinorityShareholders", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PerformanceSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement awarded for meeting performance target.", "label": "Performance Shares [Member]", "terseLabel": "Performance Stock Units (PSUs)" } } }, "localname": "PerformanceSharesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r383", "r415" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProceedsFromContributionsFromParent": { "auth_ref": [ "r104" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from parent as a source of financing that is recorded as additional paid in capital.", "label": "Proceeds from Contributions from Parent", "terseLabel": "Contribution from Dell" } } }, "localname": "ProceedsFromContributionsFromParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromDebtNetOfIssuanceCosts": { "auth_ref": [ "r103" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination.", "label": "Proceeds from Debt, Net of Issuance Costs", "terseLabel": "Borrowings under term loan, net of issuance costs" } } }, "localname": "ProceedsFromDebtNetOfIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIncomeTaxRefunds": { "auth_ref": [ "r113", "r119" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash received during the period as refunds for the overpayment of taxes.", "label": "Proceeds from Income Tax Refunds", "terseLabel": "Cash paid for taxes, net" } } }, "localname": "ProceedsFromIncomeTaxRefunds", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r102" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Proceeds from the initial public offering of Pivotal, net of issuance costs paid" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r102" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "terseLabel": "Proceeds from issuance of common stock" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfDebt": { "auth_ref": [ "r103" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.", "label": "Proceeds from Issuance of Debt", "terseLabel": "Proceeds from debt issuance" } } }, "localname": "ProceedsFromIssuanceOfDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r103" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Net proceeds from issuance of long-term debt" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r103", "r135" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "verboseLabel": "Borrowings under credit facility, net of issuance costs" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromMaturitiesPrepaymentsAndCallsOfAvailableForSaleSecurities": { "auth_ref": [ "r95", "r96", "r235" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from maturity, prepayment and call of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Proceeds from Maturities, Prepayments and Calls of Debt Securities, Available-for-sale", "terseLabel": "Maturities of available-for-sale securities" } } }, "localname": "ProceedsFromMaturitiesPrepaymentsAndCallsOfAvailableForSaleSecurities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromPaymentsToMinorityShareholders": { "auth_ref": [ "r141" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from (to) a noncontrolling interest. Excludes dividends paid to the noncontrolling interest.", "label": "Proceeds from (Payments to) Noncontrolling Interests", "terseLabel": "Payment to acquire non-controlling interests" } } }, "localname": "ProceedsFromPaymentsToMinorityShareholders", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfAvailableForSaleSecuritiesDebt": { "auth_ref": [ "r95", "r96", "r235" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from sale of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Proceeds from Sale of Debt Securities, Available-for-sale", "terseLabel": "Sales of available-for-sale securities" } } }, "localname": "ProceedsFromSaleOfAvailableForSaleSecuritiesDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromShortTermDebt": { "auth_ref": [ "r103" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Proceeds from Short-term Debt", "terseLabel": "Borrowings, net of issuance costs" } } }, "localname": "ProceedsFromShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r0", "r73", "r76", "r110", "r127", "r153", "r163", "r164", "r208", "r211", "r214", "r217", "r220", "r242", "r502", "r508", "r510", "r517", "r518", "r553", "r646" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Net income", "totalLabel": "Net income", "verboseLabel": "Net income (loss)" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]", "terseLabel": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r58", "r278", "r578" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization", "totalLabel": "Total property and equipment, net", "verboseLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r13", "r277", "r569" ], "calculation": { "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization", "terseLabel": "Property and equipment" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r38", "r278" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r281", "r699", "r700", "r701" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/PropertyandEquipmentNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r37", "r124", "r278", "r699", "r700" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r13", "r278" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationTables", "http://www.vmware.com/role/PropertyandEquipmentNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r13", "r277" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Long-Lived Tangible Asset [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Property and equipment, useful life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails" ], "xbrltype": "durationItemType" }, "us-gaap_PurchaseObligation": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 1.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Minimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier.", "label": "Purchase Obligation", "totalLabel": "Total" } } }, "localname": "PurchaseObligation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 6.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid after fifth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "PurchaseObligationDueAfterFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInFifthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 5.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in fifth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Five", "terseLabel": "2026" } } }, "localname": "PurchaseObligationDueInFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInFourthYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 4.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in fourth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "PurchaseObligationDueInFourthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 1.0, "parentTag": "us-gaap_ContractualObligationDueInNextTwelveMonths", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in next fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "PurchaseObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInSecondYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in second fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "PurchaseObligationDueInSecondYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInThirdYear": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails": { "order": 3.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in third fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "PurchaseObligationDueInThirdYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationFiscalYearMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Purchase Obligation, Fiscal Year Maturity [Abstract]", "terseLabel": "Purchase Obligations" } } }, "localname": "PurchaseObligationFiscalYearMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesCommitmentsandContingenciesOperatingLeasesandOtherContractualCommitmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy": { "auth_ref": [ "r35", "r124", "r233" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.", "label": "Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]", "terseLabel": "Allowance for Credit Losses" } } }, "localname": "ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax": { "auth_ref": [ "r69", "r72", "r80", "r555", "r559", "r561" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss).", "label": "Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax", "negatedTerseLabel": "Amounts reclassified from accumulated other comprehensive income (loss) to the consolidated statements of income (loss), net of tax (provision) benefit" } } }, "localname": "ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTaxAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]", "terseLabel": "AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]" } } }, "localname": "ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTaxAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodTax": { "auth_ref": [ "r67", "r71" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) of reclassification adjustment from accumulated other comprehensive income (loss).", "label": "Reclassification from AOCI, Current Period, Tax", "terseLabel": "Tax (provision) benefit on amounts reclassified from accumulated other comprehensive income" } } }, "localname": "ReclassificationFromAociCurrentPeriodTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r374", "r593", "r594" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails", "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails", "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails", "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTaxExpenseDueToAffiliatesCurrent": { "auth_ref": [ "r451" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of any current tax-related balances due to affiliates as of the date of each statement of financial position presented.", "label": "Related Party Tax Expense, Due to Affiliates, Current", "terseLabel": "Income tax due to related parties, non-current" } } }, "localname": "RelatedPartyTaxExpenseDueToAffiliatesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r374", "r593", "r594", "r596" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]", "terseLabel": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails", "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails", "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [ "r374" ], "lang": { "en-us": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]", "terseLabel": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails", "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails", "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionDueFromToRelatedPartyCurrent": { "auth_ref": [ "r139", "r594" ], "calculation": { "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Receivables to be collected from (obligations owed to) related parties, net as of the balance sheet date within one year where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth.", "label": "Related Party Transaction, Due from (to) Related Party, Current", "totalLabel": "Due from related parties, net, current" } } }, "localname": "RelatedPartyTransactionDueFromToRelatedPartyCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty": { "auth_ref": [ "r593" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses recognized resulting from transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party.", "label": "Related Party Transaction, Expenses from Transactions with Related Party", "terseLabel": "Financing fees" } } }, "localname": "RelatedPartyTransactionExpensesFromTransactionsWithRelatedParty", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]", "verboseLabel": "Overview and Basis of Presentation [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails", "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails", "http://www.vmware.com/role/RelatedPartiesOtherRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionPurchasesFromRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Purchases during the period (excluding transactions that are eliminated in consolidated or combined financial statements) with related party.", "label": "Related Party Transaction, Purchases from Related Party", "terseLabel": "Related party costs" } } }, "localname": "RelatedPartyTransactionPurchasesFromRelatedParty", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]", "terseLabel": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r374", "r593", "r596", "r615", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r623", "r624", "r625", "r626" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails", "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails", "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails", "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r591", "r592", "r594", "r597", "r598" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Parties" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedParties" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLinesOfCredit": { "auth_ref": [ "r106", "r135" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Repayments of Lines of Credit", "terseLabel": "Repayment of credit facility" } } }, "localname": "RepaymentsOfLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r106" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "terseLabel": "Long-term debt" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfLongTermLinesOfCredit": { "auth_ref": [ "r106" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for the settlement of obligation drawn from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with maturities due beyond one year or the operating cycle, if longer.", "label": "Repayments of Long-term Lines of Credit", "negatedTerseLabel": "Repayments on credit facility" } } }, "localname": "RepaymentsOfLongTermLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfShortTermDebt": { "auth_ref": [ "r106" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Repayments of Short-term Debt", "negatedLabel": "Repayment of term loan", "terseLabel": "Repayment of term loan" } } }, "localname": "RepaymentsOfShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfUnsecuredDebt": { "auth_ref": [ "r106" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to repay long-term debt that is not secured by collateral. Excludes repayments of tax exempt unsecured debt.", "label": "Repayments of Unsecured Debt", "negatedLabel": "Repayment of current portion of long-term debt" } } }, "localname": "RepaymentsOfUnsecuredDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r432", "r711" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 4.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption in which the reported facts about research and development expense have been included.", "label": "Research and Development Expense [Member]", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchDevelopmentAndComputerSoftwarePolicyTextBlock": { "auth_ref": [ "r39", "r124", "r273", "r274", "r711" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its research and development and computer software activities including the accounting treatment for costs incurred for (1) research and development activities, (2) development of computer software for internal use, (3) computer software to be sold, leased or otherwise marketed as a separate product or as part of a product or process and (4) in-process research and development acquired in a purchase business combination.", "label": "Research, Development, and Computer Software, Policy [Policy Text Block]", "terseLabel": "Capitalized Software Development Costs" } } }, "localname": "ResearchDevelopmentAndComputerSoftwarePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ResearchMember": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Research tax credit carryforwards arising from certain qualifying expenditures incurred to develop new products and processes.", "label": "Research Tax Credit Carryforward [Member]", "terseLabel": "Research Tax Credit Carryforward" } } }, "localname": "ResearchMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of cash and cash equivalent. Cash is currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents [Domain]", "terseLabel": "Cash and Cash Equivalents [Domain]" } } }, "localname": "RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails", "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCashCurrent": { "auth_ref": [ "r1", "r11", "r123" ], "calculation": { "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Current", "terseLabel": "Restricted cash within other current assets" } } }, "localname": "RestrictedCashCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashNoncurrent": { "auth_ref": [ "r6", "r14", "r123", "r697" ], "calculation": { "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as noncurrent. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Noncurrent", "terseLabel": "Restricted cash within other assets" } } }, "localname": "RestrictedCashNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsRestrictedCashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r175" ], "lang": { "en-us": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "terseLabel": "Restricted stock", "verboseLabel": "Restricted Stock" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "Restricted stock units", "verboseLabel": "RSUs" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restructuring and Related Activities [Abstract]", "terseLabel": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RestructuringAndRelatedActivitiesDisclosureTextBlock": { "auth_ref": [ "r290" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.", "label": "Restructuring and Related Activities Disclosure [Text Block]", "terseLabel": "Realignment" } } }, "localname": "RestructuringAndRelatedActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/Realignment" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestructuringAndRelatedCostNumberOfPositionsEliminated": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of positions eliminated during the period as a result of restructuring activities.", "label": "Restructuring and Related Cost, Number of Positions Eliminated", "terseLabel": "Number of positions eliminated" } } }, "localname": "RestructuringAndRelatedCostNumberOfPositionsEliminated", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_RestructuringCharges": { "auth_ref": [ "r115", "r282", "r286", "r289" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.", "label": "Restructuring Charges", "terseLabel": "Realignment Expense", "verboseLabel": "Realignment" } } }, "localname": "RestructuringCharges", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/RealignmentNarrativeDetails", "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCostAndReserveAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of restructuring cost.", "label": "Restructuring Type [Axis]", "terseLabel": "Restructuring Type [Axis]" } } }, "localname": "RestructuringCostAndReserveAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentNarrativeDetails", "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostAndReserveLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Restructuring Cost and Reserve [Line Items]", "terseLabel": "Restructuring Cost and Reserve [Line Items]" } } }, "localname": "RestructuringCostAndReserveLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentNarrativeDetails", "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringReserveCurrent": { "auth_ref": [ "r282", "r288" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of known and estimated obligations associated with exit from or disposal of business activities or restructurings pursuant to a duly authorized plan, which are expected to be paid in the next twelve months or in the normal operating cycle if longer. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, relocating employees, and costs associated with an ongoing benefit arrangement, but excludes costs associated with the retirement of a long-lived asset.", "label": "Restructuring Reserve, Current", "periodEndLabel": "Balance as of end of period", "periodStartLabel": "Balance as of beginning of period" } } }, "localname": "RestructuringReserveCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringReserveRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Restructuring Reserve [Roll Forward]", "terseLabel": "Restructuring Reserve [Roll Forward]" } } }, "localname": "RestructuringReserveRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r29", "r324", "r423", "r659", "r683", "r688" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r149", "r150", "r151", "r154", "r162", "r164", "r246", "r420", "r421", "r422", "r470", "r471", "r679", "r681" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]", "terseLabel": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r203", "r204", "r210", "r215", "r216", "r222", "r223", "r228", "r350", "r351", "r609" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 3.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r125", "r342", "r343", "r344", "r345", "r346", "r347", "r348", "r349", "r363" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition and Deferred Commissions" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r332", "r333", "r334", "r335", "r336", "r337", "r340", "r341", "r354", "r363" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "Revenue, Unearned Revenue and Remaining Performance Obligations" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligations" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromExternalCustomersByGeographicAreasTableTextBlock": { "auth_ref": [ "r225" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.", "label": "Revenue from External Customers by Geographic Areas [Table Text Block]", "terseLabel": "Schedule of Revenue by Geographic Area" } } }, "localname": "RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromRelatedParties": { "auth_ref": [ "r90", "r690" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.", "label": "Revenue from Related Parties", "terseLabel": "Revenue and Receipts", "verboseLabel": "Revenue from related parties" } } }, "localname": "RevenueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RelatedPartiesOtherRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r338" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Remaining performance obligation" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsRemainingPerformanceObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsRemainingPerformanceObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1": { "auth_ref": [ "r339" ], "lang": { "en-us": { "role": { "documentation": "Period in which remaining performance obligation is expected to be recognized as revenue, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period", "terseLabel": "Remaining performance obligation period" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsRemainingPerformanceObligationsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis": { "auth_ref": [ "r339" ], "lang": { "en-us": { "role": { "documentation": "Start date of time band for expected timing of satisfaction of remaining performance obligation, in CCYY-MM-DD format.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsRemainingPerformanceObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about expected timing for satisfying remaining performance obligation.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsRemainingPerformanceObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationPercentage": { "auth_ref": [ "r339" ], "lang": { "en-us": { "role": { "documentation": "Percentage of remaining performance obligation to total remaining performance obligation not recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Percentage", "terseLabel": "Remaining performance obligation percentage" } } }, "localname": "RevenueRemainingPerformanceObligationPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsRemainingPerformanceObligationsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenues [Abstract]", "terseLabel": "Revenue:" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "stringItemType" }, "us-gaap_RevenuesFromExternalCustomersAndLongLivedAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenues from External Customers and Long-Lived Assets [Line Items]", "terseLabel": "Revenues From External Customers And Long-Lived Assets [Line Items]" } } }, "localname": "RevenuesFromExternalCustomersAndLongLivedAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability": { "auth_ref": [ "r584", "r589" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for finance lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Finance Lease Liability", "terseLabel": "Finance leases" } } }, "localname": "RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r584", "r589" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Operating leases" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCashFlowDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SalesRevenueNetMember": { "auth_ref": [ "r192", "r228" ], "lang": { "en-us": { "role": { "documentation": "Revenue from sale of product and rendering of service and other sources of income, when it serves as benchmark in concentration of risk calculation.", "label": "Revenue Benchmark [Member]", "terseLabel": "Sales", "verboseLabel": "Revenue Benchmark" } } }, "localname": "SalesRevenueNetMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Components of Accrued Expenses" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r69", "r560", "r561" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accumulated other comprehensive income (loss).", "label": "Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Schedule of Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r175" ], "lang": { "en-us": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": { "auth_ref": [ "r175" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]", "terseLabel": "Antidilutive Securities Excluded from Computation of Net Income per Share" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r485", "r486" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfCashAndCashEquivalentsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of cash and cash equivalents.", "label": "Schedule of Cash and Cash Equivalents [Table Text Block]", "terseLabel": "Cash and Cash Equivalents, Restricted Cash" } } }, "localname": "ScheduleOfCashAndCashEquivalentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r466" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r49", "r134", "r318", "r321", "r322", "r323", "r564", "r565", "r567", "r649" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "terseLabel": "Carrying Value of Senior Notes" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r174" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Computations of Basic and Diluted Net Income per Share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r439" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": { "auth_ref": [ "r382", "r412", "r425" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about amount recognized for award under share-based payment arrangement. Includes, but is not limited to, amount expensed in statement of income or comprehensive income, amount capitalized in statement of financial position, and corresponding reporting line item in financial statements.", "label": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table]" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock": { "auth_ref": [ "r382", "r412", "r425" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement.", "label": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]", "terseLabel": "Summary of Components of Stock-Based Compensation" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTable": { "auth_ref": [ "r222" ], "lang": { "en-us": { "role": { "documentation": "Tabular presentation of the description and amount of revenues from a product or service, or a group of similar products or similar services, reported from external customers during the period, if the information is not provided as part of the reportable operating segment information.", "label": "Revenue from External Customers by Products and Services [Table]", "terseLabel": "Revenue from External Customers by Products and Services [Table]" } } }, "localname": "ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r541", "r542" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Fair Value Hierarchy" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r262", "r268", "r610" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r262", "r268" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r258", "r259" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r136" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Schedule of Income before Income Tax" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfInvestmentsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Schedule of Investments [Line Items]", "terseLabel": "Schedule of Investments [Line Items]" } } }, "localname": "ScheduleOfInvestmentsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfInvestmentsTable": { "auth_ref": [ "r691" ], "lang": { "en-us": { "role": { "documentation": "A container table for all schedule of investment items. It ties in the \"Legal Entity [Axis]\" to all of its contained line items.", "label": "Schedule of Investments [Table]", "terseLabel": "Schedule of Investments [Table]" } } }, "localname": "ScheduleOfInvestmentsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsCashandCashEquivalentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r38", "r278" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails", "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "auth_ref": [ "r489" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "terseLabel": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed" } } }, "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r132", "r595", "r596" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails", "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails", "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails", "http://www.vmware.com/role/RelatedPartiesOtherRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails", "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.", "label": "Schedule of Related Party Transactions [Table Text Block]", "terseLabel": "Schedule of Payments Under the Income Tax Sharing Agreement", "verboseLabel": "Schedule of Related Party Transactions" } } }, "localname": "ScheduleOfRelatedPartyTransactionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTables", "http://www.vmware.com/role/RelatedPartiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTable": { "auth_ref": [ "r284", "r285", "r287" ], "lang": { "en-us": { "role": { "documentation": "Table presenting the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and the amount of and periodic changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost by type of restructuring.", "label": "Schedule of Restructuring and Related Costs [Table]", "terseLabel": "Schedule of Restructuring and Related Costs [Table]" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentNarrativeDetails", "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringReserveByTypeOfCostTextBlock": { "auth_ref": [ "r283", "r288" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost. This element may also include a description of any reversal and other adjustment made during the period to the amount of an accrued liability for restructuring activities. This element may be used to encapsulate the roll forward presentations of an entity's restructuring reserve by type of cost and in total, and explanation of changes that occurred in the period.", "label": "Schedule of Restructuring Reserve by Type of Cost [Table Text Block]", "terseLabel": "Summary of Accrued Realignment Charges" } } }, "localname": "ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable": { "auth_ref": [ "r82", "r227" ], "lang": { "en-us": { "role": { "documentation": "Schedule of material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.", "label": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]", "terseLabel": "Schedule Of Revenues From External Customers And Long-Lived Assets [Table]" } } }, "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r383", "r415" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationEmployeeStockPurchasePlanActivityTableTextBlock": { "auth_ref": [ "r411" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of employee stock purchase plan activity.", "label": "Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity [Table Text Block]", "terseLabel": "Employee Stock Purchase Plan, Activity" } } }, "localname": "ScheduleOfShareBasedCompensationEmployeeStockPurchasePlanActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r390", "r401", "r404" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Summary of Stock Option Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock": { "auth_ref": [ "r406" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of employee stock purchase plans, including, but not limited to: (a) expected term, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]", "terseLabel": "Employee Stock Purchase Plan, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r406" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Stock Options, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of the number and weighted-average grant date fair value for restricted stock and restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock and restricted stock units that were granted, vested, or forfeited during the year.", "label": "Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]", "verboseLabel": "Summary of Restricted Stock Activity" } } }, "localname": "ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r53", "r126", "r182", "r183", "r313", "r315", "r316", "r318", "r319", "r320", "r321", "r322", "r323", "r324" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockByClassTextBlock": { "auth_ref": [ "r23", "r24", "r25", "r314", "r315", "r316", "r318", "r319", "r320", "r321", "r322", "r323", "r324" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.", "label": "Schedule of Stock by Class [Table Text Block]", "terseLabel": "Stock Repurchase Program" } } }, "localname": "ScheduleOfStockByClassTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock": { "auth_ref": [ "r450", "r467" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the change in unrecognized tax benefits.", "label": "Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]", "terseLabel": "Summary of Unrecognized Tax Benefits" } } }, "localname": "ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": { "auth_ref": [ "r268" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.", "label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]", "terseLabel": "Schedule of Future Amortization Expense" } } }, "localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]", "terseLabel": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r199", "r201", "r202", "r208", "r209", "r214", "r218", "r219", "r220", "r221", "r222", "r227", "r228", "r229" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Segment Information" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/SegmentInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME": { "order": 6.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingAndMarketingExpenseMember": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling and marketing expense.", "label": "Selling and Marketing Expense [Member]", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeniorNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bond that takes priority over other debt securities sold by the issuer. In the event the issuer goes bankrupt, senior debt holders receive priority for (must receive) repayment prior to (relative to) junior and unsecured (general) creditors.", "label": "Senior Notes [Member]", "terseLabel": "Senior Notes" } } }, "localname": "SeniorNotesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails", "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember": { "auth_ref": [ "r486" ], "lang": { "en-us": { "role": { "documentation": "Represents the aggregation and reporting of combined amounts of individually immaterial business combinations that were completed during the period.", "label": "Series of Individually Immaterial Business Acquisitions [Member]", "terseLabel": "Other Acquisitions" } } }, "localname": "SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ServiceMember": { "auth_ref": [ "r356" ], "lang": { "en-us": { "role": { "documentation": "Assistance, including, but not limited to, technology, license and maintenance, license and service, maintenance, oil and gas, and financial service.", "label": "Service [Member]", "terseLabel": "Services", "verboseLabel": "Total services" } } }, "localname": "ServiceMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r114" ], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r384" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Award vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r395" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r400" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Forfeited, weighted-average grant date fair value (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "verboseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "verboseLabel": "Granted, weighted-average grant date fair value (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r397" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Outstanding (in shares)", "periodStartLabel": "Outstanding (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Number of Units" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r397" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Outstanding, weighted-average grant date fair value (in USD per share)", "periodStartLabel": "Outstanding, weighted-average grant date fair value (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted-Average Grant Date Fair Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms": { "auth_ref": [ "r405" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for equity-based awards excluding options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms", "terseLabel": "Weighted-Average Remaining Contractual Terms (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r399" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue": { "auth_ref": [ "r403" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of share-based awards for which the grantee gained the right by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value", "terseLabel": "Fair value of restricted stock-based awards, vested" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r399" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested, weighted-average grant date fair value (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r409" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Dividend yield (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r408" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Expected volatility (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r410" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of additional shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized", "terseLabel": "Number of additional shares authorized from business acquisitions", "verboseLabel": "Number of additional shares authorized" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r386" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized", "terseLabel": "Number of shares authorized" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant", "terseLabel": "Number of shares available for grant" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r393" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Options, exercisable, outstanding (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r393" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Options, exercisable, weighted average exercise price (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r403" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Options, exercisable, intrinsic value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod": { "auth_ref": [ "r396" ], "lang": { "en-us": { "role": { "documentation": "Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period", "negatedTerseLabel": "Expired (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "auth_ref": [ "r395" ], "lang": { "en-us": { "role": { "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period", "negatedLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r402" ], "lang": { "en-us": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted-average fair value at grant (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r415" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Intrinsic value of stock options outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r392", "r415" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Outstanding, Ending balance (in shares)", "periodStartLabel": "Outstanding, Beginning balance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Number of Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r391" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Outstanding, Ending balance (in USD per share)", "periodStartLabel": "Outstanding, Beginning balance (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted-Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue": { "auth_ref": [ "r404" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value", "terseLabel": "Options, vested and expected to vest, intrinsic value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber": { "auth_ref": [ "r405" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number", "terseLabel": "Options vested and expected to vest, outstanding (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r405" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price", "terseLabel": "Options vested and expected to vest, weighted average exercise price (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardPerShareWeightedAveragePriceOfSharesPurchased": { "auth_ref": [ "r381", "r415" ], "lang": { "en-us": { "role": { "documentation": "Per share weighted-average price paid for shares purchased on open market for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased", "terseLabel": "Weighted-average price (USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPerShareWeightedAveragePriceOfSharesPurchased", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r381", "r387" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Exercised (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price", "terseLabel": "Expired (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "terseLabel": "Forfeited (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche One [Member]", "terseLabel": "Vesting at the end of first year" } } }, "localname": "ShareBasedCompensationAwardTrancheOneMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r124", "r383", "r388" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-based Payment Arrangement [Policy Text Block]", "terseLabel": "Accounting for Stock-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price", "terseLabel": "Share price (in USD per share)" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": { "auth_ref": [ "r384" ], "lang": { "en-us": { "role": { "documentation": "Percentage of vesting of award under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage", "verboseLabel": "Conversion ratio upon vesting" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueNonvested": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Intrinsic value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested", "terseLabel": "Aggregate intrinsic value, nonvested" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardEquityInstrumentsOtherThanOptionsAggregateIntrinsicValueNonvested", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r385" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Options expiration period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r407", "r424" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Options, exercisable, weighted average remaining contractual term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r405" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Options vested and expected to vest, weighted average remaining contractual term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1": { "auth_ref": [ "r389" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value", "terseLabel": "Fair value vested in period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock": { "auth_ref": [ "r327", "r429" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP).", "label": "Shareholders' Equity and Share-based Payments [Text Block]", "terseLabel": "Stockholders' Equity" } } }, "localname": "ShareholdersEquityAndShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharesPaidForTaxWithholdingForShareBasedCompensation": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares used to settle grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation", "negatedTerseLabel": "Shares withheld for tax withholdings on vesting of restricted stock (in shares)", "terseLabel": "Stock repurchased during period (in shares)" } } }, "localname": "SharesPaidForTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermBorrowings": { "auth_ref": [ "r15", "r630", "r656" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer.", "label": "Short-term Debt", "terseLabel": "Short-term debt" } } }, "localname": "ShortTermBorrowings", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShortTermDebtTypeAxis": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Information by type of short-term debt arrangement.", "label": "Short-term Debt, Type [Axis]", "terseLabel": "Short-term Debt, Type [Axis]" } } }, "localname": "ShortTermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtTypeDomain": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "Type of short-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing.", "label": "Short-term Debt, Type [Domain]", "terseLabel": "Short-term Debt, Type [Domain]" } } }, "localname": "ShortTermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShortTermInvestments": { "auth_ref": [ "r17", "r635", "r636", "r653" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investments including trading securities, available-for-sale securities, held-to-maturity securities, and short-term investments classified as other and current.", "label": "Short-term Investments", "terseLabel": "Short-term investments" } } }, "localname": "ShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/CashCashEquivalentsRestrictedCashandShortTermInvestmentsShortTermInvestmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShortTermInvestmentsMember": { "auth_ref": [ "r692", "r693", "r694", "r695" ], "lang": { "en-us": { "role": { "documentation": "Investments which are not otherwise included in another category or item that the entity has the intent to sell or dispose of within one year from the date of the balance sheet.", "label": "Short-term Investments [Member]", "terseLabel": "Short-term Investments" } } }, "localname": "ShortTermInvestmentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsFairValueHierarchyDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShortTermLeaseCost": { "auth_ref": [ "r580", "r589" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseCostDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term lease cost, excluding expense for lease with term of one month or less.", "label": "Short-term Lease, Cost", "terseLabel": "Short-term lease expense" } } }, "localname": "ShortTermLeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SoftwareAndSoftwareDevelopmentCostsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchased software applications and internally developed software for sale, licensing or long-term internal use.", "label": "Software and Software Development Costs [Member]", "terseLabel": "Software" } } }, "localname": "SoftwareAndSoftwareDevelopmentCostsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalIncomeTaxExpenseBenefitContinuingOperations": { "auth_ref": [ "r128", "r438", "r473" ], "calculation": { "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of state and local current and deferred income tax expense (benefit) attributable to continuing operations.", "label": "State and Local Income Tax Expense (Benefit), Continuing Operations", "totalLabel": "Total" } } }, "localname": "StateAndLocalIncomeTaxExpenseBenefitContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StateAndLocalIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "State and Local Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "State:" } } }, "localname": "StateAndLocalIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesTaxExpenseBenefitbyJurisdictionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State and Local Jurisdiction" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r23", "r24", "r25", "r126", "r127", "r168", "r169", "r170", "r172", "r174", "r182", "r183", "r184", "r242", "r317", "r553" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/CoverPage", "http://www.vmware.com/role/NetIncomePerShareAntiDilutiveSharesExcludedFromNetIncomeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails", "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySharesRepurchasedforTaxWithholdingsDetails", "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r55", "r149", "r150", "r151", "r154", "r162", "r164", "r181", "r246", "r317", "r324", "r420", "r421", "r422", "r470", "r471", "r555", "r556", "r557", "r558", "r559", "r561", "r679", "r680", "r681" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]", "verboseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]", "terseLabel": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]", "terseLabel": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r149", "r150", "r151", "r181", "r609" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETSParentheticals", "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r120", "r121", "r122" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Stock Issued", "terseLabel": "Issuance of VMware Class B common stock for Pivotal Class B common stock held by Dell" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r24", "r25", "r324" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Issuance of VMware\u2019s Class B common stock issued to Dell (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans": { "auth_ref": [ "r24", "r25", "r317", "r324" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of an employee stock purchase plan.", "label": "Stock Issued During Period, Shares, Employee Stock Purchase Plans", "terseLabel": "Class A common shares purchased (shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r24", "r25", "r317", "r324" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Proceeds from issuance of common stock (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross": { "auth_ref": [ "r317", "r324" ], "lang": { "en-us": { "role": { "documentation": "Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Gross", "terseLabel": "Issuance of restricted stock (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r24", "r25", "r317", "r324", "r394" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Exercised (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r55", "r317", "r324" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Issuance of stock-based awards in acquisition" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan": { "auth_ref": [ "r24", "r25", "r317", "r324" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate change in value for stock issued during the period as a result of employee stock purchase plan.", "label": "Stock Issued During Period, Value, Employee Stock Purchase Plan", "terseLabel": "Cash proceeds" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeStockPurchasePlan", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r24", "r25", "r317", "r324" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Proceeds from issuance of common stock" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramAuthorizedAmount1": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stock repurchase plan authorized.", "label": "Stock Repurchase Program, Authorized Amount", "terseLabel": "Authorized repurchase amount under stock repurchase program" } } }, "localname": "StockRepurchaseProgramAuthorizedAmount1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount remaining of a stock repurchase plan authorized.", "label": "Stock Repurchase Program, Remaining Authorized Repurchase Amount", "terseLabel": "Remaining authorized repurchase amount" } } }, "localname": "StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedAndRetiredDuringPeriodShares": { "auth_ref": [ "r24", "r25", "r317", "r324" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased and retired during the period.", "label": "Stock Repurchased and Retired During Period, Shares", "negatedTerseLabel": "Repurchase and retirement of common stock (in shares)", "verboseLabel": "Class A common shares repurchased (in shares)" } } }, "localname": "StockRepurchasedAndRetiredDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockRepurchasedAndRetiredDuringPeriodValue": { "auth_ref": [ "r24", "r25", "r317", "r324" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of stock that has been repurchased and retired during the period. The excess of the purchase price over par value can be charged against retained earnings (once the excess is fully allocated to additional paid in capital).", "label": "Stock Repurchased and Retired During Period, Value", "negatedLabel": "Repurchase and retirement of common stock", "terseLabel": "Aggregate purchase price" } } }, "localname": "StockRepurchasedAndRetiredDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r25", "r31", "r32", "r127", "r234", "r242", "r553" ], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Balance", "periodStartLabel": "Balance", "totalLabel": "Total stockholders\u2019 equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS", "http://www.vmware.com/role/StockholdersEquityAccumulatedOtherComprehensiveIncomeLossDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders\u2019 equity:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r127", "r149", "r150", "r151", "r154", "r162", "r242", "r246", "r324", "r420", "r421", "r422", "r470", "r471", "r500", "r501", "r516", "r553", "r555", "r556", "r561", "r680", "r681" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Balance", "periodStartLabel": "Balance" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityNoteAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Note [Abstract]", "terseLabel": "Stockholders' Equity Note [Abstract]" } } }, "localname": "StockholdersEquityNoteAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubleaseIncome": { "auth_ref": [ "r582", "r589" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of sublease income excluding finance and operating lease expense.", "label": "Sublease Income", "terseLabel": "Sublease income" } } }, "localname": "SubleaseIncome", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "Supplemental disclosures of cash flow information:" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardAmount": { "auth_ref": [ "r460" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Tax Credit Carryforward, Amount", "terseLabel": "Tax carryforward" } } }, "localname": "TaxCreditCarryforwardAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxCreditCarryforwardAxis": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Information by specific tax credit related to an unused tax credit.", "label": "Tax Credit Carryforward [Axis]", "terseLabel": "Tax Credit Carryforward [Axis]" } } }, "localname": "TaxCreditCarryforwardAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardNameDomain": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "The name of the tax credit carryforward.", "label": "Tax Credit Carryforward, Name [Domain]", "terseLabel": "Tax Credit Carryforward, Name [Domain]" } } }, "localname": "TaxCreditCarryforwardNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TextBlockAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Text Block [Abstract]", "terseLabel": "Text Block [Abstract]" } } }, "localname": "TextBlockAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_TrademarksAndTradeNamesMember": { "auth_ref": [ "r490" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style, or rights either acquired through registration of a business name to gain or protect exclusive use thereof.", "label": "Trademarks and Trade Names [Member]", "terseLabel": "Trademarks and tradenames" } } }, "localname": "TrademarksAndTradeNamesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockAcquiredAverageCostPerShare": { "auth_ref": [ "r326" ], "lang": { "en-us": { "role": { "documentation": "Total cost of shares repurchased divided by the total number of shares repurchased.", "label": "Treasury Stock Acquired, Average Cost Per Share", "terseLabel": "Weighted-average price per share (in USD per share)" } } }, "localname": "TreasuryStockAcquiredAverageCostPerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityStockRepurchaseProgramDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_TypeOfAdoptionMember": { "auth_ref": [ "r153", "r154", "r155", "r156", "r243", "r244", "r245", "r246", "r247", "r248", "r416", "r417", "r418", "r419", "r420", "r421", "r422", "r423", "r468", "r469", "r470", "r471", "r611", "r612", "r613", "r677", "r678", "r679", "r680", "r681", "r682", "r683", "r684", "r685", "r686", "r687", "r688" ], "lang": { "en-us": { "role": { "documentation": "Amendment to accounting standards.", "label": "Accounting Standards Update [Domain]", "terseLabel": "Accounting Standards Update [Domain]" } } }, "localname": "TypeOfAdoptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TypeOfRestructuringDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Identification of the types of restructuring costs.", "label": "Type of Restructuring [Domain]", "terseLabel": "Type of Restructuring [Domain]" } } }, "localname": "TypeOfRestructuringDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/RealignmentNarrativeDetails", "http://www.vmware.com/role/RealignmentScheduleofRestructuringReserveDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r433", "r444" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Balance, end of the year", "periodStartLabel": "Balance, beginning of the year" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromForeignCurrencyTranslation": { "auth_ref": [ "r444" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from foreign currency translation.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation", "negatedTerseLabel": "Foreign currency effects" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromForeignCurrencyTranslation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r445" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedTerseLabel": "Reductions" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities": { "auth_ref": [ "r447" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from settlements with taxing authorities.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities", "negatedTerseLabel": "Settlements" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued": { "auth_ref": [ "r441" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued", "terseLabel": "Unrecognized tax benefits, interest and penalties on income taxes accrued" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense": { "auth_ref": [ "r441" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense", "terseLabel": "Unrecognized tax benefits, interest and penalties on income tax expense" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r446" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Additions" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromForeignCurrencyTranslation": { "auth_ref": [ "r444" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from foreign currency translation.", "label": "Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation", "terseLabel": "Foreign currency effects" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromForeignCurrencyTranslation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r445" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Additions" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations": { "auth_ref": [ "r448" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations.", "label": "Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations", "negatedTerseLabel": "Reductions resulting from a lapse of the statute of limitations" } } }, "localname": "UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate": { "auth_ref": [ "r449" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.", "label": "Unrecognized Tax Benefits that Would Impact Effective Tax Rate", "terseLabel": "Unrecognized tax benefits that would impact effective tax rate" } } }, "localname": "UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnsecuredDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt obligation not collateralized by pledge of, mortgage of or other lien on the entity's assets.", "label": "Unsecured Debt [Member]", "terseLabel": "Unsecured Debt" } } }, "localname": "UnsecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r185", "r186", "r188", "r189", "r195", "r196", "r197" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Accounting Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceByDeferredTaxAssetAxis": { "auth_ref": [ "r456" ], "lang": { "en-us": { "role": { "documentation": "Information by type of deferred tax consequences attributable to deductible temporary differences.", "label": "Valuation Allowance by Deferred Tax Asset [Axis]", "terseLabel": "Valuation Allowance by Deferred Tax Asset [Axis]" } } }, "localname": "ValuationAllowanceByDeferredTaxAssetAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r457" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Increase (decrease) in valuation allowance" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesBalance": { "auth_ref": [ "r142", "r146" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount", "periodEndLabel": "Balance at End of Period", "periodStartLabel": "Balance at Beginning of Period" } } }, "localname": "ValuationAllowancesAndReservesBalance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense": { "auth_ref": [ "r143" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense", "terseLabel": "Tax Valuation Allowance Charged to Income Tax Provision" } } }, "localname": "ValuationAllowancesAndReservesChargedToCostAndExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts": { "auth_ref": [ "r144" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to accounts other than cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Other Account", "negatedLabel": "Tax Valuation Allowance Credited to Other Accounts" } } }, "localname": "ValuationAllowancesAndReservesChargedToOtherAccounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDeductions": { "auth_ref": [ "r145" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction", "negatedTerseLabel": "Tax Valuation Allowance Credited to Income Tax Provision" } } }, "localname": "ValuationAllowancesAndReservesDeductions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableLeaseCost": { "auth_ref": [ "r581", "r589" ], "calculation": { "http://www.vmware.com/role/LeasesLeaseCostDetails": { "order": 3.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases.", "label": "Variable Lease, Cost", "terseLabel": "Variable lease expense" } } }, "localname": "VariableLeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VestingAxis": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Information by vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Axis]", "terseLabel": "Vesting [Axis]" } } }, "localname": "VestingAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VestingDomain": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Domain]", "terseLabel": "Vesting [Domain]" } } }, "localname": "VestingDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment": { "auth_ref": [ "r174" ], "calculation": { "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation.", "label": "Weighted Average Number Diluted Shares Outstanding Adjustment", "terseLabel": "Effect of dilutive securities (in shares)" } } }, "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r167", "r174" ], "calculation": { "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted-average shares, diluted for Classes\u00a0A and B (in shares)", "totalLabel": "Weighted-average shares, diluted for Classes\u00a0A and B (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r166", "r174" ], "calculation": { "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted-average shares, basic for Classes\u00a0A and B (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/NetIncomePerShareComputationsofBasicandDilutedNetIncomePerShareDetails" ], "xbrltype": "sharesItemType" }, "vmw_AccruedPartnerLiabilitiesCurrent": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails": { "order": 4.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued Partner Liabilities, Current", "label": "Accrued Partner Liabilities, Current", "terseLabel": "Accrued partner liabilities" } } }, "localname": "AccruedPartnerLiabilitiesCurrent", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherComponentsofAccruedExpensesDetails" ], "xbrltype": "monetaryItemType" }, "vmw_AdjustmentsToAdditionalPaidInCapitalInvestmentFromAffiliate": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital, Investment From Affiliate", "label": "Adjustments To Additional Paid In Capital, Investment From Affiliate", "terseLabel": "Investment from Dell, net" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalInvestmentFromAffiliate", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "vmw_AdjustmentsToAdditionalPaidInCapitalTaxSharingArrangement": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital, Tax Sharing Arrangement", "label": "Adjustments To Additional Paid In Capital, Tax Sharing Arrangement", "terseLabel": "Credit from tax sharing arrangement", "verboseLabel": "Increase (decrease) to stockholders' equity from tax sharing agreement" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalTaxSharingArrangement", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "vmw_AetherPalInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "AetherPal Inc. [Member]", "label": "AetherPal Inc. [Member]", "terseLabel": "AetherPal Inc." } } }, "localname": "AetherPalInc.Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_AppraisalActionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Appraisal Action", "label": "Appraisal Action [Member]", "terseLabel": "Appraisal Action" } } }, "localname": "AppraisalActionMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "vmw_AssetAcquisitionConsiderationTransfered": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Asset Acquisition Consideration Transfered", "label": "Asset Acquisition Consideration Transfered", "terseLabel": "Asset acquisition consideration transferred" } } }, "localname": "AssetAcquisitionConsiderationTransfered", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "vmw_AssetsAndLiabilitiesLesseeTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assets And Liabilities, Lessee [Table Text Block]", "label": "Assets And Liabilities, Lessee [Table Text Block]", "terseLabel": "Lease Assets and Liabilities" } } }, "localname": "AssetsAndLiabilitiesLesseeTableTextBlock", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "vmw_AssetsBenchmarkMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assets Benchmark [Member]", "label": "Assets Benchmark [Member]", "terseLabel": "Assets Benchmark" } } }, "localname": "AssetsBenchmarkMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofLongLivedAssetsbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "vmw_AviNetworksInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Avi Networks, Inc. [Member]", "label": "Avi Networks, Inc. [Member]", "terseLabel": "Avi Networks, Inc." } } }, "localname": "AviNetworksInc.Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_BusinessAcquisitionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Acquisition [Member]", "label": "Business Acquisition [Member]", "terseLabel": "Business Acquisition" } } }, "localname": "BusinessAcquisitionMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "vmw_BusinessAcquisitionSharesExchangedRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Shares Exchanged, Ratio", "label": "Business Acquisition, Shares Exchanged, Ratio", "terseLabel": "Exchange rate ratio" } } }, "localname": "BusinessAcquisitionSharesExchangedRatio", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "pureItemType" }, "vmw_BusinessCombinationCompensationExpenseSubjectToSpecifiedFutureEmploymentConditions": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination Compensation Expense Subject To Specified Future Employment Conditions", "label": "Business Combination Compensation Expense Subject To Specified Future Employment Conditions", "terseLabel": "Merger consideration payable to employees subject to specified future employment conditions" } } }, "localname": "BusinessCombinationCompensationExpenseSubjectToSpecifiedFutureEmploymentConditions", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "vmw_BusinessCombinationCompensationExpenseSubjectToSpecifiedFutureEmploymentConditionsAmountHeldInEscrow": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Amount Held In Escrow", "label": "Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Amount Held In Escrow", "terseLabel": "Consideration held in escrow" } } }, "localname": "BusinessCombinationCompensationExpenseSubjectToSpecifiedFutureEmploymentConditionsAmountHeldInEscrow", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "vmw_BusinessCombinationCompensationExpenseSubjectToSpecifiedFutureEmploymentConditionsAmountHeldWithThirdPartyPayingAgent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Amount Held With Third Party Paying Agent", "label": "Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Amount Held With Third Party Paying Agent", "terseLabel": "Consideration held with a third-party paying agent" } } }, "localname": "BusinessCombinationCompensationExpenseSubjectToSpecifiedFutureEmploymentConditionsAmountHeldWithThirdPartyPayingAgent", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "vmw_BusinessCombinationCompensationExpenseSubjectToSpecifiedFutureEmploymentConditionsRequisiteServicePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Requisite Service Period", "label": "Business Combination, Compensation Expense Subject To Specified Future Employment Conditions, Requisite Service Period", "terseLabel": "Award requisite service period (in years)" } } }, "localname": "BusinessCombinationCompensationExpenseSubjectToSpecifiedFutureEmploymentConditionsRequisiteServicePeriod", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "durationItemType" }, "vmw_BusinessCombinationConsiderationTransferredAccrualForDissentingShareholders": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Consideration Transferred, Accrual For Dissenting Shareholders", "label": "Business Combination, Consideration Transferred, Accrual For Dissenting Shareholders", "terseLabel": "Accrual for amounts owed to dissenting shareholders" } } }, "localname": "BusinessCombinationConsiderationTransferredAccrualForDissentingShareholders", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "vmw_BusinessCombinationConsiderationTransferredPerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combination, Consideration Transferred, Per Share", "label": "Business Combination, Consideration Transferred, Per Share", "terseLabel": "Aggregate purchase consideration (in USD per share)" } } }, "localname": "BusinessCombinationConsiderationTransferredPerShare", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "perShareItemType" }, "vmw_BusinessCombinationExcessOfConsiderationAccruedAndPaidOverCarryingValueOfNoncontrollingInterest": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Excess Of Consideration Accrued And Paid Over Carrying Value Of Noncontrolling Interest", "label": "Business Combination, Excess Of Consideration Accrued And Paid Over Carrying Value Of Noncontrolling Interest", "terseLabel": "Excess of purchase consideration paid and accrued over carrying value of noncontrolling interests" } } }, "localname": "BusinessCombinationExcessOfConsiderationAccruedAndPaidOverCarryingValueOfNoncontrollingInterest", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/PivotalAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "vmw_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContractwithCustomerLiability": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Contract with Customer, Liability", "label": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Contract with Customer, Liability", "terseLabel": "Unearned revenue" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedContractwithCustomerLiability", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "vmw_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherAssets": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Other Assets", "label": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Other Assets", "terseLabel": "Other acquired assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherAssets", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "vmw_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherLiabilities": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Other Liabilities", "label": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Other Liabilities", "terseLabel": "Other assumed liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherLiabilities", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "vmw_BusinessCombinationShareConversionRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combination, Share Conversion Ratio", "label": "Business Combination, Share Conversion Ratio", "terseLabel": "Share conversion ratio" } } }, "localname": "BusinessCombinationShareConversionRatio", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "pureItemType" }, "vmw_BusinessCombinationsGoodwillAndIntangibleAssetsNetTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combinations Goodwill And Intangible Assets Net [Text Block]", "label": "Business Combinations Goodwill And Intangible Assets Net [Text Block]", "terseLabel": "Business Combinations, Definite-Lived Intangible Assets, Net and Goodwill" } } }, "localname": "BusinessCombinationsGoodwillAndIntangibleAssetsNetTextBlock", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwill" ], "xbrltype": "textBlockItemType" }, "vmw_BusinessCombinationsGoodwillandIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract]", "label": "Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract]", "terseLabel": "Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "BusinessCombinationsGoodwillandIntangibleAssetsDisclosureAbstract", "nsuri": "http://www.vmware.com/20210129", "xbrltype": "stringItemType" }, "vmw_CarbonBlackMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Carbon Black [Member]", "label": "Carbon Black [Member]", "terseLabel": "Carbon Black" } } }, "localname": "CarbonBlackMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillAssetsAcquiredandLiabilitiesAssumedDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails", "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillIntangibleAssetsDetailDetails" ], "xbrltype": "domainItemType" }, "vmw_CirbaInc.Vs.VMwareMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cirba Inc. Vs. VMware [Member]", "label": "Cirba Inc. Vs. VMware [Member]", "terseLabel": "Cirba Inc. Vs. VMware" } } }, "localname": "CirbaInc.Vs.VMwareMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "vmw_CloudHealthTechnologiesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "CloudHealth Technologies [Member]", "label": "CloudHealth Technologies [Member]", "terseLabel": "CloudHealth Technologies" } } }, "localname": "CloudHealthTechnologiesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_CollaborativeTechnologyProjectReceiptsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Collaborative Technology Project Receipts [Member]", "label": "Collaborative Technology Project Receipts [Member]", "terseLabel": "Collaborative technology project receipts" } } }, "localname": "CollaborativeTechnologyProjectReceiptsMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "vmw_CommonControlTransactionWithRelatedParty": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Common Control Transaction With Related Party", "label": "Common Control Transaction With Related Party", "terseLabel": "Common control transaction with Dell" } } }, "localname": "CommonControlTransactionWithRelatedParty", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "vmw_CompletedTechnologyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Completed Technology [Member]", "label": "Completed Technology [Member]", "terseLabel": "Completed technology" } } }, "localname": "CompletedTechnologyMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_ConditionalCashDividendCommonStock": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Conditional Cash Dividend, Common Stock", "label": "Conditional Cash Dividend, Common Stock", "terseLabel": "Conditional cash dividend" } } }, "localname": "ConditionalCashDividendCommonStock", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesSpecialDividendDetails", "http://www.vmware.com/role/StockholdersEquitySpecialDividendDetails" ], "xbrltype": "monetaryItemType" }, "vmw_ContractWithCustomerWeightedAverageContractualTermRemaining": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contract With Customer, Weighted Average Contractual Term Remaining", "label": "Contract With Customer, Weighted Average Contractual Term Remaining", "terseLabel": "Remaining weighted average contractual duration" } } }, "localname": "ContractWithCustomerWeightedAverageContractualTermRemaining", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "durationItemType" }, "vmw_ContractsWithCustomerLiabilityIncreaseDecreaseInDeferredRevenueFromBillings": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Contracts With Customer, Liability, Increase (Decrease) In Deferred Revenue From Billings", "label": "Contracts With Customer, Liability, Increase (Decrease) In Deferred Revenue From Billings", "terseLabel": "Current period billings" } } }, "localname": "ContractsWithCustomerLiabilityIncreaseDecreaseInDeferredRevenueFromBillings", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "vmw_ConversionfromClassBCommonStockintoClassACommonStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversion from Class B Common Stock into Class A Common Stock [Member]", "label": "Conversion from Class B Common Stock into Class A Common Stock [Member]", "terseLabel": "Conversion from Class B Common Stock into Class A Common Stock" } } }, "localname": "ConversionfromClassBCommonStockintoClassACommonStockMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "domainItemType" }, "vmw_CostOfLicenseRevenuesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cost Of License Revenues [Member]", "label": "Cost Of License Revenues [Member]", "terseLabel": "Cost of license revenue" } } }, "localname": "CostOfLicenseRevenuesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "vmw_CostOfServicesRevenuesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cost Of Services Revenues [Member]", "label": "Cost Of Services Revenues [Member]", "terseLabel": "Cost of services revenue" } } }, "localname": "CostOfServicesRevenuesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "vmw_CostOfSubscriptionAndSaaSRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cost Of Subscription And SaaS Revenue [Member]", "label": "Cost Of Subscription And SaaS Revenue [Member]", "terseLabel": "Cost of subscription and SaaS revenue" } } }, "localname": "CostOfSubscriptionAndSaaSRevenueMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "vmw_DatriumInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Datrium, Inc. [Member]", "label": "Datrium, Inc. [Member]", "terseLabel": "Datrium, Inc." } } }, "localname": "DatriumInc.Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_DebtInstrumentMaximumBorrowingCapacityAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Maximum Borrowing Capacity, Amount", "label": "Debt Instrument, Maximum Borrowing Capacity, Amount", "terseLabel": "Term loan maximum borrowing capacity" } } }, "localname": "DebtInstrumentMaximumBorrowingCapacityAmount", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "vmw_DebtInstrumentNumberOfInstruments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Number Of Instruments", "label": "Debt Instrument, Number Of Instruments", "terseLabel": "Number of debt instruments" } } }, "localname": "DebtInstrumentNumberOfInstruments", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "integerItemType" }, "vmw_DebtInstrumentTermExtensionTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Term, Extension Term", "label": "Debt Instrument, Term, Extension Term", "terseLabel": "Line of credit term extension duration" } } }, "localname": "DebtInstrumentTermExtensionTerm", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "durationItemType" }, "vmw_DebtInstrumentTermNumberOfExtensions": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Term, Number Of Extensions", "label": "Debt Instrument, Term, Number Of Extensions", "terseLabel": "Number of line of credit term extensions" } } }, "localname": "DebtInstrumentTermNumberOfExtensions", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "integerItemType" }, "vmw_DeferredTaxAssetsOperatingLeaseLiability": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Operating Lease, Liability", "label": "Deferred Tax Assets, Operating Lease, Liability", "terseLabel": "Lease liabilities" } } }, "localname": "DeferredTaxAssetsOperatingLeaseLiability", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "vmw_DeferredTaxAssetsOperatingLossandTaxCreditCarryforwards": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards", "label": "Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards", "terseLabel": "Tax credit and net operating loss carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossandTaxCreditCarryforwards", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "vmw_DeferredTaxLiabilitiesRightOfUseAssets": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Right-Of-Use Assets", "label": "Deferred Tax Liabilities, Right-Of-Use Assets", "negatedTerseLabel": "ROU Assets" } } }, "localname": "DeferredTaxLiabilitiesRightOfUseAssets", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "vmw_DellActingAsOEMMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Dell Acting As OEM [Member]", "label": "Dell Acting As OEM [Member]", "terseLabel": "Dell acting as OEM" } } }, "localname": "DellActingAsOEMMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "vmw_DellNoteDueDecember2022Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Dell Note Due December 2022 [Member]", "label": "Dell Note Due December 2022 [Member]", "terseLabel": "Note, December 2022" } } }, "localname": "DellNoteDueDecember2022Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesNotePayabletoDellDetails" ], "xbrltype": "domainItemType" }, "vmw_DellSubsidiarySupportandAdministrativeCostsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Dell subsidiary support and administrative costs [Member]", "label": "Dell Subsidiary Support and Administrative Costs [Member]", "terseLabel": "Dell subsidiary support and administrative costs" } } }, "localname": "DellSubsidiarySupportandAdministrativeCostsMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "vmw_DellTechnologiesInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Dell Technologies Inc. [Member]", "label": "Dell Technologies Inc. [Member]", "terseLabel": "Dell", "verboseLabel": "Dell Technologies Inc." } } }, "localname": "DellTechnologiesInc.Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "vmw_DerivativeGainLossOnForeignCurrencyForwardContractsAndUnderlyingForeignCurrencyDenominatedAssetsAndLiabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Combined gain (loss) on settlement of forward contracts and the underlying foregin currency denominated assets and liabilities", "label": "Derivative Gain (Loss) On Foreign Currency Forward Contracts And Underlying Foreign Currency Denominated Assets And Liabilities", "terseLabel": "Combined gain (loss) on settlement of forward contracts and the underlying foreign currency denominated assets and liabilities" } } }, "localname": "DerivativeGainLossOnForeignCurrencyForwardContractsAndUnderlyingForeignCurrencyDenominatedAssetsAndLiabilities", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DerivativesandHedgingActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "vmw_DevelopedTechnologyRightsAndCustomerRelationshipsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Developed Technology Rights And Customer Relationships [Member]", "label": "Developed Technology Rights And Customer Relationships [Member]", "terseLabel": "Developed technology rights and customer relationships" } } }, "localname": "DevelopedTechnologyRightsAndCustomerRelationshipsMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_DistributorOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Distributor One [Member]", "label": "Distributor One [Member]", "terseLabel": "Distributor One" } } }, "localname": "DistributorOneMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails" ], "xbrltype": "domainItemType" }, "vmw_DistributorThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Distributor Three [Member]", "label": "Distributor Three [Member]", "terseLabel": "Distributor Three" } } }, "localname": "DistributorThreeMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails" ], "xbrltype": "domainItemType" }, "vmw_DistributorTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Distributor Two [Member]", "label": "Distributor Two [Member]", "terseLabel": "Distributor Two" } } }, "localname": "DistributorTwoMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationConcentrationsofRisksDetails" ], "xbrltype": "domainItemType" }, "vmw_DueFromRelatedPartiesNetCurrent": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Due From Related Parties, Net, Current", "label": "Due From Related Parties, Net, Current", "terseLabel": "Due from related parties, net" } } }, "localname": "DueFromRelatedPartiesNetCurrent", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONDENSEDCONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "vmw_EffectiveIncomeTaxRateForeignSubsidiaryStatutoryRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate, Foreign Subsidiary Statutory Rate", "label": "Effective Income Tax Rate, Foreign Subsidiary Statutory Rate", "terseLabel": "Foreign statutory income tax rate, Ireland" } } }, "localname": "EffectiveIncomeTaxRateForeignSubsidiaryStatutoryRate", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "percentItemType" }, "vmw_EffectiveIncomeTaxRateReconciliationDiscreteTaxBenefitRecognizedOnTransferOfIntangibleAssetsPercent": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Discrete Tax Benefit Recognized On Transfer Of Intangible Assets, Percent", "label": "Effective Income Tax Rate Reconciliation, Discrete Tax Benefit Recognized On Transfer Of Intangible Assets, Percent", "terseLabel": "Discrete tax benefit due to IP Transfer" } } }, "localname": "EffectiveIncomeTaxRateReconciliationDiscreteTaxBenefitRecognizedOnTransferOfIntangibleAssetsPercent", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "vmw_EmployeeBenefitPlanDefinedContributionProgramPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee Benefit Plan, Defined Contribution Program [Policy Text Block]", "label": "Employee Benefit Plan, Defined Contribution Program [Policy Text Block]", "terseLabel": "Employee Benefit Plans" } } }, "localname": "EmployeeBenefitPlanDefinedContributionProgramPolicyTextBlock", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationPolicies" ], "xbrltype": "textBlockItemType" }, "vmw_EquipmentAndSoftwareMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment And Software [Member]", "label": "Equipment And Software [Member]", "terseLabel": "Equipment and software" } } }, "localname": "EquipmentAndSoftwareMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "domainItemType" }, "vmw_EquityAttributableToPostCombinationServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equity Attributable To Post Combination Services [Member]", "label": "Equity Attributable To Post Combination Services [Member]", "terseLabel": "Equity Attributable to Post Combination Services" } } }, "localname": "EquityAttributableToPostCombinationServicesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_EquityAttributableToPreCombinationServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equity Attributable To Pre-Combination Services [Member]", "label": "Equity Attributable To Pre-Combination Services [Member]", "terseLabel": "Equity Attributable to Pre-Combination Services" } } }, "localname": "EquityAttributableToPreCombinationServicesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_EquitySecuritiesFvNiCurrentAndNoncurrent": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity Securities, Fv-Ni, Current And Noncurrent", "label": "Equity Securities, Fv-Ni, Current And Noncurrent", "totalLabel": "Investment at fair value" } } }, "localname": "EquitySecuritiesFvNiCurrentAndNoncurrent", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "vmw_EquitySecuritiesFvNiNoncurrent": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails": { "order": 2.0, "parentTag": "vmw_EquitySecuritiesFvNiCurrentAndNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity Securities, Fv-Ni, Noncurrent", "label": "Equity Securities, Fv-Ni, Noncurrent", "terseLabel": "Investment at fair value included in other assets" } } }, "localname": "EquitySecuritiesFvNiNoncurrent", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "vmw_FinanceLeaseCost": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/LeasesLeaseCostDetails": { "order": 4.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Finance Lease, Cost", "label": "Finance Lease, Cost", "totalLabel": "Total finance lease expense" } } }, "localname": "FinanceLeaseCost", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/LeasesLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "vmw_FinancialServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial Services [Member]", "label": "Financial Services [Member]", "terseLabel": "Financial Services" } } }, "localname": "FinancialServicesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesDellFinancialServicesDetails" ], "xbrltype": "domainItemType" }, "vmw_FordMotorCompanyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Ford Motor Company [Member]", "label": "Ford Motor Company [Member]", "terseLabel": "Ford" } } }, "localname": "FordMotorCompanyMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesOtherRelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "vmw_HeptioMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Heptio [Member]", "label": "Heptio [Member]", "terseLabel": "Heptio" } } }, "localname": "HeptioMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_IncreaseDecreaseInAccruedTaxWithholdingsForVestingOfRestrictedStock": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Accrued Tax Withholdings For Vesting Of Restricted Stock", "label": "Increase (Decrease) In Accrued Tax Withholdings For Vesting Of Restricted Stock", "negatedTerseLabel": "Changes in tax withholdings on vesting of restricted stock, accrued but not paid" } } }, "localname": "IncreaseDecreaseInAccruedTaxWithholdingsForVestingOfRestrictedStock", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "vmw_IncreaseDecreaseInCapitalAdditionsAccruedButNotYetPaid": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Capital Additions, Accrued But Not Yet Paid", "label": "Increase (Decrease) In Capital Additions, Accrued But Not Yet Paid", "terseLabel": "Changes in capital additions, accrued but not paid" } } }, "localname": "IncreaseDecreaseInCapitalAdditionsAccruedButNotYetPaid", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "vmw_IncreaseDecreaseInDueToFromRelatedPartiesNet": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) in Due to/(from) Related Parties, Net", "label": "Increase (Decrease) In Due To/(From) Related Parties, Net", "terseLabel": "Due to/from related parties, net" } } }, "localname": "IncreaseDecreaseInDueToFromRelatedPartiesNet", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "vmw_InternalUseProductAndServicesRevenuesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Internal-Use Product and Services Revenues [Member]", "label": "Internal-Use Product And Services Revenues [Member]", "terseLabel": "Internal-use revenue" } } }, "localname": "InternalUseProductAndServicesRevenuesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "vmw_LastlineInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lastline, Inc. [Member]", "label": "Lastline, Inc. [Member]", "terseLabel": "Lastline, Inc." } } }, "localname": "LastlineInc.Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_LeaseRemainingLeaseTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lease, Remaining Lease Term", "label": "Lease, Remaining Lease Term", "terseLabel": "Term of lease contract" } } }, "localname": "LeaseRemainingLeaseTerm", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/LeasesNarrativeDetails" ], "xbrltype": "durationItemType" }, "vmw_LesseeOperatingLeaseLeaseNotYetCommencedLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Lessee, Operating Lease, Lease Not Yet Commenced, Liability", "label": "Lessee, Operating Lease, Lease Not Yet Commenced, Liability", "terseLabel": "Legally binding minimum lease payments for leases signed but not yet commenced" } } }, "localname": "LesseeOperatingLeaseLeaseNotYetCommencedLiability", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/LeasesLeaseLiabilityMaturityDetails" ], "xbrltype": "monetaryItemType" }, "vmw_LicenseAndSubscriptionAndSaaSRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "License And Subscription And SaaS Revenue [Member]", "label": "License And Subscription And SaaS Revenue [Member]", "terseLabel": "Total license and subscription and SaaS" } } }, "localname": "LicenseAndSubscriptionAndSaaSRevenueMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "domainItemType" }, "vmw_LossContingencyTrademarksAllegedlyInfringedNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Loss Contingency, Trademarks Allegedly Infringed, Number", "label": "Loss Contingency, Trademarks Allegedly Infringed, Number", "terseLabel": "Trademark infringement claims" } } }, "localname": "LossContingencyTrademarksAllegedlyInfringedNumber", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "vmw_MinimumPercentageofTotalOutstandingCommonStockOwnedRequiredBeforeAutomaticConversion": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum Percentage of Total Outstanding Common Stock Owned Required Before Automatic Conversion", "label": "Minimum Percentage of Total Outstanding Common Stock Owned Required Before Automatic Conversion", "terseLabel": "Minimum percentage of total outstanding common stock owned required before automatic conversion" } } }, "localname": "MinimumPercentageofTotalOutstandingCommonStockOwnedRequiredBeforeAutomaticConversion", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "percentItemType" }, "vmw_NoncontrollingInterestOwnershipByParentShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Noncontrolling Interest, Ownership By Parent, Shares", "label": "Noncontrolling Interest, Ownership By Parent, Shares", "terseLabel": "VMware's outstanding common stock controlled by Dell (in shares)" } } }, "localname": "NoncontrollingInterestOwnershipByParentShares", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails" ], "xbrltype": "sharesItemType" }, "vmw_NoncontrollingInterestOwnershipPercentageByParentVotingInterestHeld": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Noncontrolling Interest, Ownership Percentage By Parent, Voting Interest Held", "label": "Noncontrolling Interest, Ownership Percentage By Parent, Voting Interest Held", "terseLabel": "Combined voting power of outstanding stock (as a percentage)" } } }, "localname": "NoncontrollingInterestOwnershipPercentageByParentVotingInterestHeld", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails" ], "xbrltype": "percentItemType" }, "vmw_NoteDueAugust2020Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Note Due August 2020 [Member]", "label": "Note Due August 2020 [Member]", "terseLabel": "Note Due August 2020", "verboseLabel": "2.30% Senior Note Due August\u00a021, 2020" } } }, "localname": "NoteDueAugust2020Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails", "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "vmw_NoteDueAugust2022Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Note Due August 2022 [Member]", "label": "Note Due August 2022 [Member]", "terseLabel": "2.95% Senior Note Due August\u00a021, 2022" } } }, "localname": "NoteDueAugust2022Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "domainItemType" }, "vmw_NoteDueAugust2027Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Note Due August 2027 [Member]", "label": "Note Due August 2027 [Member]", "terseLabel": "3.90% Senior Note Due August\u00a021, 2027" } } }, "localname": "NoteDueAugust2027Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "domainItemType" }, "vmw_NoteDueMay152025Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Note Due May 15, 2025 [Member]", "label": "Note Due May 15, 2025 [Member]", "terseLabel": "4.50% Senior Note Due May\u00a015, 2025" } } }, "localname": "NoteDueMay152025Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "domainItemType" }, "vmw_NoteDueMay152027Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Note Due May 15, 2027 [Member]", "label": "Note Due May 15, 2027 [Member]", "terseLabel": "4.65% Senior Note Due May\u00a015, 2027" } } }, "localname": "NoteDueMay152027Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "domainItemType" }, "vmw_NoteDueMay152030Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Note Due May 15, 2030 [Member]", "label": "Note Due May 15, 2030 [Member]", "terseLabel": "4.70% Senior Note Due May\u00a015, 2030" } } }, "localname": "NoteDueMay152030Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtCarryingValueofSeniorNotesDetails" ], "xbrltype": "domainItemType" }, "vmw_NumberOfAssetAcquisitions": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Asset Acquisitions", "label": "Number Of Asset Acquisitions", "terseLabel": "Number of asset acquisitions" } } }, "localname": "NumberOfAssetAcquisitions", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "integerItemType" }, "vmw_NumberOfSharesSubjectToJudicialDeterminationOfFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Shares Subject To Judicial Determination Of Fair Value", "label": "Number Of Shares Subject To Judicial Determination Of Fair Value", "terseLabel": "Aggregate number of shares seeking a judicial determination of fair value" } } }, "localname": "NumberOfSharesSubjectToJudicialDeterminationOfFairValue", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "sharesItemType" }, "vmw_NyansaInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Nyansa, Inc. [Member]", "label": "Nyansa, Inc. [Member]", "terseLabel": "Nyansa, Inc." } } }, "localname": "NyansaInc.Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_OperatingLeasesDerecognitionOfLeaseholdInterest": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Leases, Derecognition Of Leasehold Interest", "label": "Operating Leases, Derecognition Of Leasehold Interest", "negatedTerseLabel": "Derecognized leasehold interest" } } }, "localname": "OperatingLeasesDerecognitionOfLeaseholdInterest", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillRollforwardofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "vmw_OriginalEquipmentManufacturerRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Original Equipment Manufacturer Revenue [Member]", "label": "Original Equipment Manufacturer Revenue [Member]", "terseLabel": "OEM Revenue" } } }, "localname": "OriginalEquipmentManufacturerRevenueMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "domainItemType" }, "vmw_PaymentForCommonControlTransactionWithRelatedParty": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payment For Common Control Transaction With Related Party", "label": "Payment For Common Control Transaction With Related Party", "negatedTerseLabel": "Payment for common control transaction with Dell" } } }, "localname": "PaymentForCommonControlTransactionWithRelatedParty", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "vmw_PaymentsInDivestitureOfBusiness": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments In Divestiture Of Business", "label": "Payments In Divestiture Of Business", "negatedTerseLabel": "Net cash paid on disposition of a business" } } }, "localname": "PaymentsInDivestitureOfBusiness", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "vmw_PercentageOfRevenues": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage Of Revenues", "label": "Percentage Of Revenues", "terseLabel": "Percentage of revenues" } } }, "localname": "PercentageOfRevenues", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "percentItemType" }, "vmw_PivotalEmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Pivotal Employee Stock Purchase Plan [Member]", "label": "Pivotal Employee Stock Purchase Plan [Member]", "terseLabel": "Pivotal ESPP" } } }, "localname": "PivotalEmployeeStockPurchasePlanMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails" ], "xbrltype": "domainItemType" }, "vmw_PivotalEquityPlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Pivotal Equity Plan [Member]", "label": "Pivotal Equity Plan [Member]", "terseLabel": "Pivotal Equity Plan", "verboseLabel": "Pivotal Stock Options" } } }, "localname": "PivotalEquityPlanMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquityShareBasedCompensationValuationMethodDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "vmw_PivotalMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Pivotal [Member]", "label": "Pivotal [Member]", "terseLabel": "Pivotal" } } }, "localname": "PivotalMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/AccruedExpensesandOtherNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails", "http://www.vmware.com/role/PivotalAcquisitionDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "vmw_PivotalRSUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Pivotal RSUs [Member]", "label": "Pivotal RSUs [Member]", "terseLabel": "Pivotal RSUs" } } }, "localname": "PivotalRSUsMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "vmw_ProceedsFromDispositionOfAssets": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Disposition Of Assets", "label": "Proceeds From Disposition Of Assets", "terseLabel": "Proceeds from disposition of assets" } } }, "localname": "ProceedsFromDispositionOfAssets", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "vmw_ProceedsFromLinesOfCreditNetOfIssuanceCosts": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Lines Of Credit, Net Of Issuance Costs", "label": "Proceeds From Lines Of Credit, Net Of Issuance Costs", "terseLabel": "Borrowings on credit facility, net of debt issuance costs" } } }, "localname": "ProceedsFromLinesOfCreditNetOfIssuanceCosts", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "vmw_ProceedsFromSaleOfEquitySecuritiesFVNI": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Sale Of Equity Securities, FV-NI", "label": "Proceeds From Sale Of Equity Securities, FV-NI", "terseLabel": "Sale of marketable equity securities" } } }, "localname": "ProceedsFromSaleOfEquitySecuritiesFVNI", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/FairValueMeasurementsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "vmw_ProductOrServiceSoldPursuantToResellerArrangementMemberMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Product Or Service Sold Pursuant To Reseller Arrangement Member [Member]", "label": "Product Or Service Sold Pursuant To Reseller Arrangement Member [Member]", "terseLabel": "Reseller revenue" } } }, "localname": "ProductOrServiceSoldPursuantToResellerArrangementMemberMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "vmw_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAccumulatedDepreciation": { "auth_ref": [], "calculation": { "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Property, Plant, And Equipment And Finance Lease Right-Of-Use Asset, Accumulated Depreciation", "label": "Property, Plant, And Equipment And Finance Lease Right-Of-Use Asset, Accumulated Depreciation", "negatedTerseLabel": "Accumulated depreciation" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAccumulatedDepreciation", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "vmw_PurchasesofProductsandServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchases of Products and Services [Member]", "label": "Purchases of Products and Services [Member]", "terseLabel": "Purchases and leases of products and purchases of services" } } }, "localname": "PurchasesofProductsandServicesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesScheduleofRelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "vmw_ReceivablesPaymentTerms": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Receivables, Payment Terms", "label": "Receivables, Payment Terms", "terseLabel": "Receivables, payment terms" } } }, "localname": "ReceivablesPaymentTerms", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsNarrativeDetails" ], "xbrltype": "durationItemType" }, "vmw_RelatedPartyNumberOfEmployeesTransferredToCompany": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Related Party, Number Of Employees Transferred To Company", "label": "Related Party, Number Of Employees Transferred To Company", "terseLabel": "Approximate number of employees to be transferred to VMware" } } }, "localname": "RelatedPartyNumberOfEmployeesTransferredToCompany", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "integerItemType" }, "vmw_RelatedPartyTransactionOtherThanTaxObligationDueToOrFromRelatedPartyCashSettlementPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Related Party Transaction, Other Than Tax Obligation, Due To Or From Related Party, Cash Settlement Period", "label": "Related Party Transaction, Other Than Tax Obligation, Due To Or From Related Party, Cash Settlement Period", "terseLabel": "Due from related parties, net cash settlement period" } } }, "localname": "RelatedPartyTransactionOtherThanTaxObligationDueToOrFromRelatedPartyCashSettlementPeriod", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesDueToFromRelatedPartiesNetDetails" ], "xbrltype": "durationItemType" }, "vmw_RelatedPartyTransactionTransitionServicesPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Related Party Transaction, Transition Services Period", "label": "Related Party Transaction, Transition Services Period", "terseLabel": "Related party transaction, transition services period" } } }, "localname": "RelatedPartyTransactionTransitionServicesPeriod", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RelatedPartiesTransactionswithDellDetails" ], "xbrltype": "durationItemType" }, "vmw_RevenueTermOfContract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revenue, Term Of Contract", "label": "Revenue, Term Of Contract", "terseLabel": "Revenue contract term" } } }, "localname": "RevenueTermOfContract", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails" ], "xbrltype": "durationItemType" }, "vmw_SaltStackInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "SaltStack, Inc. [Member]", "label": "SaltStack, Inc. [Member]", "terseLabel": "SaltStack, Inc." } } }, "localname": "SaltStackInc.Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "domainItemType" }, "vmw_ScheduleofIncomeTaxesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Line Items] for Schedule of Income Taxes [Table]", "label": "Schedule of Income Taxes [Line Items]", "terseLabel": "Schedule of Income Taxes [Line Items]" } } }, "localname": "ScheduleofIncomeTaxesLineItems", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "vmw_ScheduleofIncomeTaxesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Income Taxes [Table]", "label": "Schedule of Income Taxes [Table]", "terseLabel": "Schedule of Income Taxes [Table]" } } }, "localname": "ScheduleofIncomeTaxesTable", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "vmw_SeriesofBusinessAcquisitionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series of Business Acquisitions [Member]", "label": "Series of Business Acquisitions [Member]", "verboseLabel": "Other Acquisitions" } } }, "localname": "SeriesofBusinessAcquisitionsMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "domainItemType" }, "vmw_ServicesProfessionalMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Services, Professional [Member]", "label": "Services, Professional [Member]", "terseLabel": "Unearned professional services revenue", "verboseLabel": "Professional services" } } }, "localname": "ServicesProfessionalMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "domainItemType" }, "vmw_ServicesSoftwareMaintenanceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Services, Software Maintenance [Member]", "label": "Services, Software Maintenance [Member]", "terseLabel": "Software maintenance" } } }, "localname": "ServicesSoftwareMaintenanceMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "domainItemType" }, "vmw_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExpectedToVestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Expected To Vest", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Expected To Vest [Abstract]", "terseLabel": "Expected to vest" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExpectedToVestAbstract", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "vmw_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsMinimumExercisePriceasPercentageofFairValueonGrantDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Based Compensation Arrangement By Share Based Payment Award Options Minimum Exercise Price as Percentage of Fair Value on Grant Date", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Minimum Exercise Price as Percentage of Fair Value on Grant Date", "terseLabel": "Options minimum exercise price as percentage of fair value on grant date" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsMinimumExercisePriceasPercentageofFairValueonGrantDate", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "percentItemType" }, "vmw_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOtherAdjustments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Adjustments", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Other Adjustments", "terseLabel": "Special Dividend adjustment (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOtherAdjustments", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "vmw_ShareBasedCompensationArrangementbyShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOtherAdjustments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Other Adjustments", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other Than Options, Other Adjustments", "terseLabel": "Special Dividend adjustment (in shares)" } } }, "localname": "ShareBasedCompensationArrangementbyShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOtherAdjustments", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "vmw_ShareBasedPaymentArrangementPreCombinationServiceCostAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-Based Payment Arrangement, Pre-Combination Service Cost, Amount", "label": "Share-Based Payment Arrangement, Pre-Combination Service Cost, Amount", "terseLabel": "Fair value of assumed unvested equity awards, pre-combination service cost" } } }, "localname": "ShareBasedPaymentArrangementPreCombinationServiceCostAmount", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/BusinessCombinationsDefiniteLivedIntangibleAssetsNetandGoodwillBusinessCombinationDetails" ], "xbrltype": "monetaryItemType" }, "vmw_SharebasedCompensationArrangementbySharebasedPaymentAwardConversionRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Conversion Ratio", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Conversion Ratio", "terseLabel": "Conversion ratio or awards upon acquisition" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardConversionRatio", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "decimalItemType" }, "vmw_SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsAggregateIntrinsicValueNonvestedExpectedtoVest": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share based Compensation Arrangement by Share based Payment Award Equity Instruments Other than Options Aggregate Intrinsic Value Non vested Expected to Vest", "label": "Share based Compensation Arrangement by Share based Payment Award Equity Instruments Other than Options Aggregate Intrinsic Value Non vested Expected to Vest", "terseLabel": "Aggregate Intrinsic Value" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsAggregateIntrinsicValueNonvestedExpectedtoVest", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "monetaryItemType" }, "vmw_SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsNonvestedExpectedtoVestNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share based Compensation Arrangement by Share based Payment Award Equity Instruments Other than Options Non vested Expected to Vest Number", "label": "Share based Compensation Arrangement by Share based Payment Award Equity Instruments Other than Options Non vested Expected to Vest Number", "terseLabel": "Number of Units (in shares)" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardEquityInstrumentsOtherthanOptionsNonvestedExpectedtoVestNumber", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "vmw_SharebasedCompensationArrangementbySharebasedPaymentAwardFairMarketValueatGrantExercisePricePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant Exercise Price, Percentage", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant Exercise Price, Percentage", "terseLabel": "Fair market value at grant exercise price, percentage" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardFairMarketValueatGrantExercisePricePercentage", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails" ], "xbrltype": "percentItemType" }, "vmw_SharebasedCompensationArrangementbySharebasedPaymentAwardFairMarketValueatGrantPurchasePricePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant Purchase Price, Percentage", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant Purchase Price, Percentage", "terseLabel": "Fair market value at grant purchase price, percentage" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardFairMarketValueatGrantPurchasePricePercentage", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails" ], "xbrltype": "percentItemType" }, "vmw_SharebasedCompensationArrangementbySharebasedPaymentAwardNumberOfSharesAuthorizedAntiDilutionAdjustment": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Authorized, Anti-Dilution Adjustment", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Authorized, Anti-Dilution Adjustment", "terseLabel": "Number of shares authorized, anti-dilution adjustment" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardNumberOfSharesAuthorizedAntiDilutionAdjustment", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "sharesItemType" }, "vmw_SharebasedCompensationArrangementbySharebasedPaymentAwardNumberofSharesAvailableforGrantAntiDilutionAdjustment": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant, Anti-Dilution Adjustment", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant, Anti-Dilution Adjustment", "terseLabel": "Number of shares available for grant, anti-dilution adjustment" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardNumberofSharesAvailableforGrantAntiDilutionAdjustment", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails" ], "xbrltype": "sharesItemType" }, "vmw_SharebasedCompensationArrangementbySharebasedPaymentAwardOtherThanOptionsConversionRateToCommonStock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Other Than Options, Conversion Rate", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Other Than Options, Conversion Rate To Common Stock", "terseLabel": "Restricted stock unit conversion into common stock (in shares)" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardOtherThanOptionsConversionRateToCommonStock", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "vmw_StateNetOperatingLossCarryforwardsStateRDTaxCreditsCapitalLossesandCertainnonU.S.NetOperatingLossesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "State Net Operating Loss Carryforwards, State R&D Tax Credits, Capital Losses, and Certain non-U.S. Net Operating Losses [Member]", "label": "State Net Operating Loss Carryforwards, State R&D Tax Credits, Capital Losses, and Certain non-U.S. Net Operating Losses [Member]", "terseLabel": "State Net Operating Loss Carryforwards, State R&D Tax Credits, Capital Losses, and Certain non-U.S. Net Operating Losses" } } }, "localname": "StateNetOperatingLossCarryforwardsStateRDTaxCreditsCapitalLossesandCertainnonU.S.NetOperatingLossesMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "vmw_SubscriptionAndSaaSRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Subscription And SaaS Revenue [Member]", "label": "Subscription And SaaS Revenue [Member]", "terseLabel": "Subscription and SaaS", "verboseLabel": "Unearned subscription and SaaS revenue" } } }, "localname": "SubscriptionAndSaaSRevenueMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOME", "http://www.vmware.com/role/CONSOLIDATEDSTATEMENTSOFINCOMEParenthetical", "http://www.vmware.com/role/OverviewandBasisofPresentationRevenueRecognitionDetails", "http://www.vmware.com/role/RevenueUnearnedRevenueandRemainingPerformanceObligationsSummaryofUnearnedRevenueDetails", "http://www.vmware.com/role/SegmentInformationScheduleofRevenuebyTypeDetails" ], "xbrltype": "domainItemType" }, "vmw_TaxCutsAndJobsActTransitionTaxPaymentPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tax Cuts And Jobs Act, Transition Tax, Payment Period", "label": "Tax Cuts And Jobs Act, Transition Tax, Payment Period", "terseLabel": "Transition tax, payment period" } } }, "localname": "TaxCutsAndJobsActTransitionTaxPaymentPeriod", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "durationItemType" }, "vmw_TaxSharingAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tax Sharing Agreement [Member]", "label": "Tax Sharing Agreement [Member]", "terseLabel": "Tax sharing agreement" } } }, "localname": "TaxSharingAgreementMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails", "http://www.vmware.com/role/IncomeTaxesTaxSharingAgreementDetails" ], "xbrltype": "domainItemType" }, "vmw_TermLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Loan [Member]", "label": "Term Loan [Member]", "terseLabel": "Term Loan" } } }, "localname": "TermLoanMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/DebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "vmw_UnrecognizedTaxBenefitsIncludingIncomeTaxPenaltiesandInterestAccrued": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Unrecognized Tax Benefits, Including Income Tax Penalties and Interest Accrued", "label": "Unrecognized Tax Benefits, Including Income Tax Penalties and Interest Accrued", "terseLabel": "Net unrecognized tax benefits, including interest and penalties" } } }, "localname": "UnrecognizedTaxBenefitsIncludingIncomeTaxPenaltiesandInterestAccrued", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "vmw_UnrecognizedTaxBenefitsTaxPositionsRelatingtoCurrentPeriodAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unrecognized Tax Benefits, Tax Positions Relating to Current Period [Abstract]", "label": "Unrecognized Tax Benefits, Tax Positions Relating to Current Period [Abstract]", "terseLabel": "Tax positions related to current year/period:" } } }, "localname": "UnrecognizedTaxBenefitsTaxPositionsRelatingtoCurrentPeriodAbstract", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "vmw_UnrecognizedTaxBenefitsTaxPositionsRelatingtoPriorPeriodsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unrecognized Tax Benefits, Tax Positions Relating to Prior Periods [Abstract]", "label": "Unrecognized Tax Benefits, Tax Positions Relating to Prior Periods [Abstract]", "terseLabel": "Tax positions related to prior years/period:" } } }, "localname": "UnrecognizedTaxBenefitsTaxPositionsRelatingtoPriorPeriodsAbstract", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/IncomeTaxesUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "vmw_VMware2007EquityandIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "VMware 2007 Equity and Incentive Plan [Member]", "label": "VMware 2007 Equity and Incentive Plan [Member]", "terseLabel": "VMware 2007 Equity and Incentive Plan", "verboseLabel": "VMware\u00a0Stock\u00a0Options" } } }, "localname": "VMware2007EquityandIncentivePlanMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEquityPlansDetails", "http://www.vmware.com/role/StockholdersEquitySummaryofStockOptionActivityDetails" ], "xbrltype": "domainItemType" }, "vmw_VMwareEmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "VMware Employee Stock Purchase Plan [Member]", "label": "VMware Employee Stock Purchase Plan [Member]", "terseLabel": "ESPP" } } }, "localname": "VMwareEmployeeStockPurchasePlanMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquityEmployeeStockPurchasePlanDetails" ], "xbrltype": "domainItemType" }, "vmw_VMwareInc.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "VMware, Inc. [Member]", "label": "VMware, Inc. [Member]", "terseLabel": "VMware" } } }, "localname": "VMwareInc.Member", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/OverviewandBasisofPresentationBasisofPresentationandPrinciplesofConsolidationDetails" ], "xbrltype": "domainItemType" }, "vmw_VMwareRSUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "VMware RSUs [Member]", "label": "VMware RSUs [Member]", "terseLabel": "VMware RSUs" } } }, "localname": "VMwareRSUsMember", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/StockholdersEquitySummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "vmw_WeightedAverageDiscountRateAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted-Average Discount Rate [Abstract]", "label": "Weighted-Average Discount Rate [Abstract]", "terseLabel": "Weighted-average discount rate" } } }, "localname": "WeightedAverageDiscountRateAbstract", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/LeasesLeaseTermandDiscountRateDetails" ], "xbrltype": "stringItemType" }, "vmw_WeightedAverageRemainingLeaseTermAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted-Average Remaining Lease Term [Abstract]", "label": "Weighted-Average Remaining Lease Term [Abstract]", "terseLabel": "Weighted-average remaining lease term (in years)" } } }, "localname": "WeightedAverageRemainingLeaseTermAbstract", "nsuri": "http://www.vmware.com/20210129", "presentation": [ "http://www.vmware.com/role/LeasesLeaseTermandDiscountRateDetails" ], "xbrltype": "stringItemType" } }, "unitCount": 16 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e7018-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3000-108585" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3521-108585" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3044-108585" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4273-108586" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4297-108586" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(11))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4304-108586" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4313-108586" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4332-108586" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=SL98516268-108586" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column B))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column D))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column E))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r148": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21914-107793" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21930-107793" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21711-107793" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21728-107793" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794" }, "r165": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "250", "URI": "http://asc.fasb.org/topic&trid=2122394" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1505-109256" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1252-109256" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1278-109256" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e2626-109256" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1337-109256" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e3842-109258" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e4984-109258" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70191-108054" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70229-108054" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6327-108592" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6442-108592" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r198": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8672-108599" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "b", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599" }, "r229": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4428-111522" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4531-111522" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5074-111524" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5144-111524" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121553693&loc=d3e26853-111562" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27357-111563" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117546-209714" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599878&loc=SL82895884-210446" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68051541&loc=SL49131252-203054" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68051541&loc=SL49131252-203054" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3)(a)(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "40", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=118172244&loc=d3e17916-109280" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "25", "SubTopic": "50", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=16397303&loc=d3e19347-109286" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226348&loc=d3e2443-110228" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r281": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "420", "URI": "http://asc.fasb.org/topic&trid=2175745" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r293": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14394-108349" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14453-108349" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14472-108349" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349" }, "r303": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12021-110248" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12053-110248" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6036836-161870" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=117329964&loc=d3e12317-112629" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=117329964&loc=d3e12355-112629" }, "r312": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655" }, "r327": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130531-203044" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130532-203044" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130533-203044" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130549-203045" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130549-203045" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "27", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130611-203046-203046" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r363": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "30", "SubTopic": "10", "Topic": "710", "URI": "http://asc.fasb.org/extlink&oid=6409875&loc=d3e20015-108363" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "710", "URI": "http://asc.fasb.org/extlink&oid=6409961&loc=d3e20487-108367" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118257860&loc=d3e4179-114921" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121326096&loc=d3e4534-113899" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.15)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11149-113907" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11178-113907" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "740", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120384911&loc=d3e23163-113944" }, "r429": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=SL37586934-109318" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32247-109318" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32280-109318" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31917-109318" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31931-109318" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32672-109319" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32705-109319" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32857-109319" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121610041&loc=d3e36027-109320" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330215-122817" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r481": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116868678&loc=d3e961-128460" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5263-128473" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5333-128473" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5504-128473" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(4)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r499": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6801-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.23)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4568447-111683" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4568740-111683" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569643-111683" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569655-111683" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686" }, "r519": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579240-113959" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579245-113959" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579245-113959" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5580258-113959" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)(ii)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41620-113959" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41620-113959" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41638-113959" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5618551-113959" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5618551-113959" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624171-113959" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624171-113959" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624177-113959" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "4E", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624181-113959" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41641-113959" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41675-113959" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41678-113959" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121577467&loc=d3e76258-113986" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "815", "URI": "http://asc.fasb.org/topic&trid=2229140" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=99377092&loc=SL75136599-209740" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13433-108611" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13467-108611" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13476-108611" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13531-108611" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13537-108611" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13537-108611" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r562": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "http://asc.fasb.org/topic&trid=2175825" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28555-108399" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121329987&loc=SL77916155-209984" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918631-209977" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918638-209977" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918666-209980" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918701-209980" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121568110&loc=SL77918982-209971" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r590": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r598": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6812-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=119991564&loc=SL119991595-234733" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a),(b),(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(4))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(24))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Subparagraph": "b.", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=121551529&loc=d3e60009-112784" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "e", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=108315417&loc=d3e61044-112788" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(g))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(b)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r656": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16)(a)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e637-108580" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(20))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(3)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(3)(d))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e640-108580" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121643868&loc=SL117782755-158439" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117819544-158441" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e681-108580" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99380617&loc=SL75241803-196195" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669686-108580" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07.1(c))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611133-123010" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column A))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column B))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column C))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column D))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=120413173&loc=SL116631458-115580" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6812-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e689-108580" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "17A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL34724391-108580" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r712": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r713": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r714": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r715": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r716": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r717": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r718": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r719": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL34724394-108580" }, "r720": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "303", "Subparagraph": "(5)" }, "r721": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r722": { "Footnote": "2", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r723": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "29" }, "r724": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "09" }, "r725": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(m)", "Publisher": "SEC", "Section": "4", "Subparagraph": "(1)(iii)", "Subsection": "08" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e557-108580" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6911-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121640130&loc=d3e1436-108581" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(1))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(22))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6935-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3151-108585" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" } }, "version": "2.1" } ZIP 141 0001124610-21-000015-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001124610-21-000015-xbrl.zip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�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Î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�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

  •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end

  •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