Bond VMware, Ltd. 4.65% ( US928563AE54 ) in USD

VMware, Ltd.

100 % ▲

United States

US928563AE54 ( in USD )

4.65% per year ( payment 2 times a year)

14/05/2027

Prospectus brochure of the bond VMware Inc US928563AE54 en USD 4.65%, maturity 14/05/2027

2 000 USD

500 000 000 USD

928563AE5

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/05/2026 ( In 95 days )

VMware, Inc. is a leading provider of cloud computing and platform virtualization software and services.

VMware Inc. issued a USD 500,000,000 4.65% bond (CUSIP: 928563AE5, ISIN: US928563AE54) maturing on May 14, 2027, currently trading at 100% with a minimum purchase size of 2,000, paying semi-annually, and rated BBB- by S&P and Baa3 by Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-237417
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)(2)
4.500% Senior Notes due 2025

$750,000,000

$97,350
4.650% Senior Notes due 2027

$500,000,000

$64,900
4.700% Senior Notes due 2030

$750,000,000

$97,350
Total

$2,000,000,000

$259,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $259,600.
(2)
Paid herewith.
Table of Contents

Prospectus Supplement
(To Prospectus dated March 26, 2020)
$2,000,000,000
$750,000,000 4.500% Senior Notes due 2025
$500,000,000 4.650% Senior Notes due 2027
$750,000,000 4.700% Senior Notes due 2030

We are offering $750,000,000 of 4.500% Senior Notes due 2025 (the "2025 notes"), $500,000,000 of 4.650% Senior Notes due 2027 (the "2027 notes")
and $750,000,000 of 4.700% Senior Notes due 2030 (the "2030 notes" and, together with the 2025 notes and the 2027 notes, the "notes").
The 2025 notes will bear interest at a rate of 4.500% per annum and will mature on May 15, 2025. The 2027 notes will bear interest at a rate of 4.650% per
annum and will mature on May 15, 2027. The 2030 notes will bear interest at a rate of 4.700% per annum and will mature on May 15, 2030. We will pay
interest on the notes semi-annually on May 15 and November 15 of each year, beginning on November 15, 2020. The interest rate payable on the notes will
be subject to adjustment based on certain rating events. See "Description of Notes--Interest Rate Adjustment of the Notes Based on Certain Rating
Events."
We may redeem some or all of the notes at any time or from time to time at the redemption prices set forth under the heading "Description of the Notes--
Redemption--Optional Redemption" in this prospectus supplement. If we experience a change of control triggering event, we may be required to offer to
purchase the notes from holders. See "Description of the Notes--Repurchase at the Option of Holders on Certain Changes of Control."
The notes will be our senior unsecured obligations and will rank equally with our other senior unsecured indebtedness. There is no sinking fund for the
notes. Each series of notes is a new issue of securities with no established trading market. The notes are not and will not be listed on any securities
exchange.
Investing in these securities involves certain risks. See "Risk Factors" beginning on page S-11 of this prospectus
supplement.

Proceeds to Us,

Public Offering Price(1)

Underwriting Discounts
Before Expenses

Per Note

Total
Per Note

Total
Per Note

Total

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2025 notes
99.949%
$749,617,500 0.600%
$4,500,000 99.349%
$745,117,500
2027 notes
99.951%
$499,755,000 0.625%
$3,125,000 99.326%
$496,630,000
2030 notes
99.643%
$747,322,500 0.650%
$4,875,000 98.993%
$742,447,500

(1)
The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from April 7, 2020.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. as operator of the Euroclear System, on April 7, 2020. See
"Underwriting."

Joint Book-Running Managers
(in alphabetical order, within each row)

BofA Securities

Citigroup

J.P. Morgan

Barclays

Credit Suisse

Deutsche Bank Securities

Goldman Sachs & Co. LLC

Morgan Stanley

RBC Capital Markets

UBS Investment Bank

Wells Fargo Securities
April 2, 2020
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
WHERE YOU CAN FIND MORE INFORMATION

S-1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-1
FORWARD-LOOKING STATEMENTS

S-3
PROSPECTUS SUPPLEMENT SUMMARY

S-4
RISK FACTORS
S-11
USE OF PROCEEDS
S-14
CAPITALIZATION
S-15
DESCRIPTION OF THE NOTES
S-17
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-29
UNDERWRITING
S-35
VALIDITY OF THE NOTES
S-41
EXPERTS
S-41
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1
THE COMPANY

2
USE OF PROCEEDS

2
RISK FACTORS

2
DESCRIPTION OF DEBT SECURITIES

3
DESCRIPTION OF CAPITAL STOCK

10
DESCRIPTION OF OTHER SECURITIES

12
PLAN OF DISTRIBUTION

13
VALIDITY OF SECURITIES

15
EXPERTS

15
WHERE YOU CAN FIND MORE INFORMATION

15
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

15
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We have not, and the underwriters have not, authorized anyone to provide you any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to
which we have referred you. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any
other information that others may give you. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information provided in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference in this prospectus supplement and in the accompanying prospectus is accurate as of any
date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless otherwise indicated or required by the context, as used in this prospectus supplement, the terms "we," "our," "us" and "VMware" refer to VMware,
Inc. and, where appropriate, its consolidated subsidiaries.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also adds to
and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus. The second part, the accompanying prospectus, gives more general information about us and the securities we may offer from
time to time under our shelf registration statement, some of which may not apply to this offering of the notes. If the description of the debt securities we
may offer or other information in the accompanying prospectus is different from this prospectus supplement, you should rely on the information contained
in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus and any free writing prospectus to which we have referred you and the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus described under "Where You Can Find More
Information" and "Incorporation of Certain Documents by Reference" in this prospectus supplement before deciding whether to invest in the notes offered
by this prospectus supplement.
You should not consider any information in this prospectus supplement, the accompanying prospectus or any free writing prospectus to which we have
referred you to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial
and related advice regarding the purchase of any of the notes offered by this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities Exchange Commission ("SEC") under the
Securities Exchange Act of 1934 (the "Exchange Act"). Our SEC filings, including the complete registration statement of which the accompanying
prospectus is a part, are available to the public from commercial document retrieval services and also available at the Internet website maintained by the
SEC at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus
supplement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of
this registration statement until the end of any offerings under this prospectus supplement:

·
Our Annual Report on Form 10-K for the fiscal year ended January 31, 2020 filed with the SEC on March 26, 2020;

·
The information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended February 1, 2019 from

our definitive proxy statement on Schedule 14A, filed with the SEC on May 13, 2019;

·
Our Current Reports on Form 8-K, filed with the SEC on February 27, 2020 (as to item 8.01 only) and March 10, 2020.
We are only incorporating certain portions of our annual proxy statement for our 2019 annual meeting of stockholders as described above and are not
incorporating by reference (i) any information furnished under items

S-1
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2.02 or 7.01 (or corresponding information furnished under item 9.01 or included as an exhibit) in any past or future current report on Form 8-K or (ii) any
Form S-D, that, in either case, we may file or furnish with the SEC, unless otherwise specified in such current report or in such form or in a particular
prospectus supplement.
Documents incorporated by reference are available from us, without charge, excluding all exhibits unless specifically incorporated by reference in the
documents. You may obtain documents incorporated by reference in this prospectus supplement by writing to us at the following address or by calling us at
the telephone number listed below:
VMware, Inc.
Investor Relations
3401 Hillview Avenue
Palo Alto, CA 94304
(650) 427-5000
You should rely only on the information incorporated by reference or provided in this prospectus supplement, the accompanying prospectus or any free
writing prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than the date on the front page of those documents.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated and deemed to be incorporated by reference therein contain,
and any related free writing prospectus may contain, forward-looking statements regarding future events and our future results that are subject to the safe
harbors created under the U.S. federal securities laws. 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 prospectus supplement, include, without limitation, statements regarding expectations of our plans for the use of the net
proceeds from this offering. Certain documents incorporated by reference herein also contain forward-looking statements, as identified in the sections titled
"Forward-Looking Statements" therein.
Forward-looking statements in this prospectus supplement include 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 economic impact of the
coronavirus/COVID-19; 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 "Risk Factors" section of this prospectus supplement and certain documents
incorporated by reference herein 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.
Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including (1) successful
completion of the offering, (2) fluctuations and volatility in our stock price, (3) the impact of macroeconomic conditions on customer demand, (4) changes
in our financial condition, (5) changes in business opportunities and priorities that could cause us to consider alternative uses of cash, (6) fluctuations in the
level of cash held in the United States that is available for stock repurchases and (7) the level of proceeds from employee stock option exercises and our
employee stock purchase plan.
Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law, you are advised to consult any additional disclosures we make in our Annual Reports on Form 10-K,
Quarterly Report on Form 10-Q and Current Reports on Form 8-K filed with the SEC. See "Where You Can Find More Information" in this prospectus
supplement.

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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information contained elsewhere in or incorporated by reference into this prospectus supplement or the
accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether
or not to invest in the notes. You should read this summary together with the more detailed information included elsewhere in, or incorporated by
reference into, this prospectus supplement and the accompanying prospectus, including our consolidated condensed financial statements and the
related notes. You should carefully consider, among other things, the matters discussed in "Risk Factors" in our Annual Report on Form 10-K for the
year ended January 31, 2020, filed with the SEC on March 26, 2020, and in the documents that we subsequently file with the SEC as well as the other
information included or incorporated by reference in this prospectus supplement and the accompanying prospectus.
VMware, Inc.
VMware, Inc. originally pioneered the development and application of virtualization technologies with x86 server-based computing, separating
application software from the underlying hardware. Information technology ("IT") driven innovation continues to disrupt markets and industries.
Technologies emerge faster than organizations can absorb, creating increasingly complex environments. IT is working at an accelerated pace to
harness new technologies, platforms and cloud models, ultimately guiding their business through a digital transformation. To take on these challenges,
we are working with customers in the areas of hybrid and multi-cloud, modern applications, networking, security and digital workspaces. Our
software provides a flexible digital foundation to enable customers in their digital transformation.
We help customers manage their IT resources across private clouds and complex multi-cloud, multi-device environments by offering solutions across
three categories: Software-Defined Data Center ("SDDC"), Hybrid and Multi-Cloud Computing and Digital Workspace--End-User Computing. This
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. VMware enables 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. We are considered a "controlled company" under the rules
of the New York Stock Exchange. As of January 31, 2020, Dell controlled approximately 80.9% of our outstanding common stock, including
31 million shares of our Class A common stock and all of our Class B common stock.
In December 2019, we completed the acquisition of Pivotal Software, Inc. ("Pivotal"), a subsidiary of Dell, to enhance our cloud native applications
portfolio. The purchase of Pivotal was accounted for as a transaction between entities under common control and required that we recast our prior
period financial statements and financial data to include Pivotal for all periods presented in our Annual Report on Form 10-K for the fiscal year ended
January 31, 2020, as if the combination had been in effect since the inception of common control.
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.
Total revenue in fiscal 2020 increased 12% to $10.8 billion. Total revenue is comprised of license revenue of $3.2 billion, subscription and SaaS
revenue of $1.9 billion and services revenue of $5.8 billion. While sales of

S-4
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our VMware vSphere ("vSphere") product have remained strong, the majority of our license sales originate from solutions across our broad portfolio
beyond our compute products.
Our corporate headquarters are located at 3401 Hillview Avenue, Palo Alto, California, and we have 169 offices worldwide. Our stock is traded on the
NYSE under the ticker symbol "VMW."
VMware is a registered trademark or trademark of VMware or its subsidiaries in the United States and other jurisdictions. All other marks and names
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mentioned herein may be trademarks of their respective companies. Solely for convenience, the trademarks, service marks, trade names and
copyrights referred to in this document are listed without the ®, TM, SM and © symbols.
Recent Developments
Recent Acquisitions
In December 2019, we acquired Pivotal, a leading cloud-native platform provider, to unify VMware cloud native Kubernetes offerings and to bring
together technology from Heptio, which we acquired in 2018, and the existing Pivotal offerings of Pivotal Cloud Foundry ("PCF"), Pivotal
Application Service ("PAS"), and Pivotal Labs, collectively referred to as modern applications platform solutions. The combination of Pivotal and
Heptio allows us to provide a modern, agile development process and a cloud-native platform to our customers that can be deployed on major private
and public clouds. Pivotal's offerings are core to the VMware Tanzu portfolio of products and services announced in fiscal 2020. The VMware Tanzu
portfolio is designed to help enterprises build modern applications and simplify the use of Kubernetes in a multi cloud environment. Our first Tanzu
offerings became available in early fiscal 2021.
Key products within modern application platform solutions include:

·
Pivotal Cloud Foundry--a cloud-native platform, leveraging Cloud Foundry open-source software, that provides a consistent way to

launch, and develop on, applications using common programming languages and frameworks across private, public and multi-cloud
environments.

·
Pivotal Application Service--allows enterprises to continuously deploy and operate custom software more securely and at scale across

popular private and public clouds.

·
Pivotal Container Service--a container management platform that allows enterprises to deploy and operate Kubernetes, an open-source

system for container orchestration, in an enterprise-grade manner across private and public clouds.

·
Pivotal Labs--a service that assists enterprises in accelerating their cloud-native transformation by implementing modern agile

development practices.

·
Heptio--an offering of products and services that helps enterprises deploy and operationalize Kubernetes.
In October 2019, we acquired Carbon Black, Inc. ("Carbon Black"), a developer of cloud-native endpoint protection, to broaden our existing security
offerings, including AppDefense and built-in security capabilities within VMware Workspace ONE platform.
Key products within security solutions include:

· VMware Carbon Black Cloud platform--consolidates endpoint security and IT operations with a universal agent and single console to adapt

cyberattack prevention to each organization, ease analysis of the most complex attacks, and simplify the automation of detection and response
workflows. VMware Carbon Black

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Cloud platform identifies attackers' changing behavior patterns, enabling customers to better detect, respond to and prevent emerging attacks.

Our main Endpoint Protection solutions include next-generation antivirus, endpoint detection and response, and application control.

· AppDefense--adds zero-trust security to help protect applications running in virtualized environments.

· VMware Workspace ONE platform--enables users to securely access data and applications from any device. Key built-in security capabilities
include single sign on functionality, conditional access and multi-factor authentication. In addition, Workspace ONE Intelligence delivers

insights into the digital workspace environment, including analytics on user behaviors and device compliance, and automated remediation
processes.
Coronavirus (COVID-19) Impact
The worldwide spread of the COVID-19 virus is expected to result in a global slowdown of economic activity which is likely to decrease demand for
a broad variety of goods and services, including from our customers, while also disrupting sales channels and marketing activities for an unknown
period of time until the disease is contained. We expect this to have a negative impact on our sales and our results of operations, the size and duration
of which we are currently unable to predict. See "Risk Factors--We are unable to predict the extent to which the global COVID-19 pandemic may
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adversely impact our business operations, financial performance, results of operations and stock price," "Risk Factors--Adverse economic conditions
may harm our business" and "Risk Factors--Natural disasters, catastrophic events or geo-political conditions could disrupt our business" included in
our Annual Report on Form 10-K.

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The Offering

Issuer
VMware, Inc.

Securities Offered
$750,000,000 aggregate principal amount of 2025 notes;
$500,000,000 aggregate principal amount of 2027 notes; and
$750,000,000 aggregate principal amount of 2030 notes.

Maturity Date
May 15, 2025 for the 2025 notes;
May 15, 2027 for the 2027 notes; and
May 15, 2030 for the 2030 notes.

Interest Rate
The notes will bear interest at the following rates per annum, subject, in each case, to
adjustment as described in "Description of Notes--Interest Rate Adjustment of the Notes
Based on Certain Rating Events":

4.500% per annum for the 2025 notes;
4.650% per annum for the 2027 notes; and
4.700% per annum for the 2030 notes.

Interest Payment Dates
Interest on the notes will be paid semi-annually in arrears on May 15 and November 15 of
each year, beginning on November 15, 2020.

Interest Rate Adjustment
The interest rate payable on the notes will be subject to adjustment based on certain rating
events. See "Description of Notes--Interest Rate Adjustment of the Notes Based on Certain
Rating Events."

Ranking
The notes are unsecured and will rank equally in right of payment with all of our other senior
unsecured indebtedness from time to time outstanding, including our $1.0 billion revolving
credit facility (the "Revolving Credit Facility"), our $1.5 billion term loan facility (the "Term
Loan Facility"), our 2.300% Senior Notes due 2020, our 2.950% Senior Notes due 2022, and
our 3.900% Senior Notes due 2027 (collectively, our "Existing Notes"). As of January 31,
2020, after giving effect to this offering and the use of proceeds therefrom, we would have
had $6,520 million of outstanding indebtedness and $1,000 million of availability under the
Revolving Credit Facility.

Optional Redemption
We may redeem the notes, in whole or in part, at any time at the applicable redemption
prices described under the heading "Description of Notes--Optional Redemption" in this
prospectus supplement.

Certain Covenants
We will issue the notes under an indenture containing covenants that restrict our ability, with
significant exceptions, to:

· incur debt secured by liens on Principal Property (as defined herein);

· engage in certain sale and leaseback transactions; and

· consolidate, merge, convey or transfer our assets substantially as an entirety.

However, each of these covenants is subject to a number of significant exceptions. In

addition, as of the issue date, we have no Principal Property. You should read "Description of
the Notes--Certain Covenants" for a description of these covenants.

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Change of Control Repurchase Event
Upon a change of control repurchase event (as defined under "Description of the Notes--
Repurchase at the Option of Holders on

Certain Changes of Control"), we will be required to make an offer to each holder of notes
to repurchase all or any part of that holder's notes at a repurchase price in cash equal to
101% of the aggregate principal amount of such notes repurchased, plus any accrued and
unpaid interest to the date of repurchase.

Use of Proceeds
We expect to receive net proceeds of $1,984,195,000 from the sale of the notes offered
hereby, before expenses but after deducting the underwriting discount. We intend to use a
portion of the net proceeds from the offering of the notes to redeem $1,250,000,000 in
outstanding principal amount of our 2.300% senior unsecured notes due in August 2020, and,
to the extent any proceeds remain, for general corporate purposes, which may include
pursuing various mergers and acquisitions, repayment of other indebtedness or stock
repurchases.

Further Issuances
We may from time to time, without notice to or the consent of the holders of any series of
notes, create and issue further notes ranking equally and ratably with such series of notes in
all respects, or in all respects (except for the issue date, the offering price and, if applicable,
the payment of interest accruing prior to the issue date of such additional notes and the first
payment of interest following the issue date of such additional notes); provided, that if such
additional notes are not fungible with the notes of the applicable series offered hereby for
U.S. federal income tax purposes, such additional notes will have one or more separate
CUSIP numbers. Any further notes will have the same terms as to status, redemption or
otherwise as the notes.

Form of Notes
We will issue the notes of each series in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company ("DTC"). Investors
may elect to hold the interests in the global notes through any of DTC, the Euroclear System
("Euroclear"), or Clearstream Banking, société anonyme ("Clearstream"), as described under
"Description of Notes--Book-Entry; Delivery and Form; Global Notes" in this prospectus
supplement.

Risk Factors
You should consider carefully all the information set forth and incorporated by reference in
this prospectus supplement and the accompanying prospectus and, in particular, you should
evaluate the specific factors set forth under the heading "Risk Factors" beginning on page
S-11 of this prospectus supplement and the "Risk Factors" section included in our Annual
Report on Form 10-K for the year ended January 31, 2020, as well as the other information
contained or incorporated herein by reference, before investing in any of the notes offered
hereby.

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Governing Law
The indenture governing the notes is, and the notes will be, governed by, and construed in
accordance with, the laws of the State of New York.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Denominations
The notes of each series will be issued only in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Trading
Each series of note is a new issue of securities with no established trading market. We do not
intend to apply for listing of the notes. The underwriters have advised us that they currently
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intend to make a market in the notes. However, the underwriters are not obligated to do so, and
any market-making with respect to the notes may be discontinued, in their sole discretion, at
any time without notice. No assurance can be given as to the liquidity of the trading markets for
the notes. See "Underwriting."

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Summary Financial Information
The following tables set forth summary financial information concerning VMware and its subsidiaries as of, and for the years ended, February 2,
2018, February 1, 2019 and January 31, 2020. The summary financial information has been derived from our audited annual consolidated financial
statements. You should refer to the consolidated financial statements, including the notes thereto, and the disclosure under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended
January 31, 2020, which is incorporated by reference into this prospectus supplement. See "Where You Can Find More Information."

As of or for the Year Ended

February 2, 2018
February 1, 2019
January 31, 2020

(in millions)

Summary of Operations Data:

Revenue:

License

$
2,628
$
3,042
$
3,181
Subscription and SaaS

927

1,303

1,877
Services

4,781

5,268

5,753

Total revenue

$
8,336
$
9,613
$
10,811
Operating income

1,463

1,803

1,441
Net income attributable to VMware, Inc.(1)

437

1,650

6,412
Cash Flow Data:

Net cash provided by (used in):

Operating activities

$
3,101
$
3,657
$
3,872
Investing Activities

(1,524)

4,442

(2,728)
Financing Activities

1,129

(10,580)

(1,707)
Balance Sheet Data:

Cash, cash equivalents and short-term
investments(2)

$
11,726
$
3,551
$
2,915
Working capital(3)(4)

9,026

513

(3,633)
Total assets

24,174

17,593

26,294
Total unearned revenue

6,127

7,439

9,268
Long-term obligations(5)

4,254

4,242

3,001
Total stockholders' equity

11,190

2,891

7,009

(1)
A discrete tax benefit of $4.9 billion was recognized as a deferred tax asset during fiscal 2020. This deferred tax asset was recognized as a result
of the book and tax basis difference on certain of our IP transferred to an Irish subsidiary.
(2)
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.
(3)
Working capital (total current assets minus total current liabilities) as of January 31, 2020 was impacted by an increase in the current portion of
long-term debt and other borrowings, as well as an increase in unearned revenue when compared to February 1, 2019.
(4)
Working capital as of February 1, 2019 was impacted by a decrease in cash, cash equivalents and short-term investments and an increase in the
current portion of unearned revenue when compared to February 2, 2018.
(5)
On August 21, 2017, we issued three series of unsecured senior notes pursuant to a public debt offering in an aggregate principal amount of
$4.0 billion, which consisted of outstanding principal due on the following dates: $1.3 billion due August 21, 2020, $1.5 billion due
August 21, 2022 and $1.3 billion due August 21, 2027. Upon closing, a portion of the net proceeds from the offering was used to repay two of
the notes payable to Dell due May 1, 2018 and May 1, 2020 in the aggregate principal amount of $1.2 billion.

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424B5
Table of Contents
RISK FACTORS
An investment in the notes involves certain risks. You should carefully consider the risk factors described under "Risk Factors" in our Annual Report on
Form 10-K for the year ended January 31, 2020, as well as the other information included or incorporated by reference in this prospectus supplement and
the accompanying prospectus, before making an investment decision. Additional risks and uncertainties not now known to us or that we now deem
immaterial may also adversely affect our business or financial performance. Our business, financial condition, results of operations or cash flows could be
materially adversely affected by any of these risks. The market or trading price of the notes could decline due to any of these risks or other factors, and you
may lose all or part of your investment.
In addition to the risks relating to us described in our reports described above and any subsequent filings, the following are additional risks relating to an
investment in the notes.
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries. A significant portion of our operations is conducted through our subsidiaries.
Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available therefor, whether
by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors
(including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over
our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be effectively subordinated to all
liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish.
The notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under
the notes.
The notes are our unsecured general obligations, ranking equally with other senior unsecured indebtedness, including senior unsecured guarantees of
indebtedness. The indenture governing the notes permits us and our subsidiaries to incur additional debt, including secured debt. If we incur any secured
debt, our assets and the assets of our subsidiaries will be subject to prior claims by our secured creditors. In the event of our bankruptcy, liquidation,
reorganization or other winding up, assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has
been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors, including
our trade creditors, the lenders under the Revolving Credit Facility, the lenders under the Term Loan Facility and the holders of our Existing Notes. If we
incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will be entitled to share ratably
with the holders of the notes and the previously issued notes in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution or
other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all these
creditors, all or a portion of the notes then outstanding would remain unpaid.
The notes will be subject to a change of control provision, and we may not have the ability to raise the funds necessary to fulfill our obligations under
the notes following a change of control repurchase event.
Under the indenture, upon the occurrence of a defined change of control repurchase event, we will be required to offer to repurchase all outstanding notes
at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, we may not have sufficient funds at the time
of the change of control repurchase event to make the required repurchase of the notes. Our failure to make or complete a change of control offer would
place us in default under the indenture governing the notes. In addition, we are limited in our ability to make a change of control payment for the notes
under the Revolving Credit Facility, so we would need to repay any debt then outstanding thereunder or obtain the requisite consents from the lenders
thereunder. However, we cannot assure you that we would be able to repay such debt or obtain such consents at such time.

S-11
Table of Contents
The limited covenants in the indenture for the notes and the Existing Notes and the terms of the notes and the Existing Notes do not provide protection
against some types of important corporate events and may not protect your investment.
The indenture for the notes and the Existing Notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not

protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

·
limit our subsidiaries' ability to incur indebtedness, which could structurally rank senior to the notes;

·
limit our ability to incur secured indebtedness that would effectively rank senior to the notes to the extent of the value of the assets securing
https://www.sec.gov/Archives/edgar/data/1124610/000119312520099518/d883876d424b5.htm[4/6/2020 4:37:04 PM]

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