Three senior VMware Inc. executives are leaving the enterprise software company that Broadcom Inc. wants to acquire for $61 billion, VMware’s leader told staff in a memo on Monday.

VMware Chief Executive Raghu Raghuram said the senior vice presidents of cloud infrastructure, Mark Lohmeyer; applications and management business, Ajay Patel; and networking and advanced security, Tom Gillis, are leaving, according to the memo, which was viewed by The Wall Street Journal.

Broadcom in May said it planned to buy VMware as part of a wider push by the chip company into software. VMware would nearly triple the size of Broadcom’s software division and account for nearly 49% of the company’s revenue. The deal is still awaiting regulatory approval.

"As it happens during such transition, we find some executives decide to move on," according to the internal memo. "All three have held leadership positions over several years and drove much impact across the business."

BROADCOM BUYING VMWARE FOR $61B

A VMware spokeswoman confirmed the departures and said the company had named four executives to replace them.

The U.S.’s Federal Trade Commission has been seeking information from the companies about the combination, according to a previous regulatory filing.

Broadcom is expecting an extended period of reviews of the deal in many jurisdictions across the globe, Chief Executive Hock Tan said in a call with analysts last week, even though it had already received clearance in three countries—Brazil, Canada and South Africa. He said he still expected it to be completed in the company’s 2023 fiscal year, which runs through next October.

Broadcom, with an extensive record of acquisitions, is no stranger to scrutiny of its deals, including on national-security grounds. The company, which was based in Singapore before relocating to the U.S. in 2018, had its $117 billion hostile bid for mobile-phone chip maker Qualcomm Inc. halted by former President Donald Trump over concerns about the implications for the U.S.’s technological face-off with China.

Mr. Tan has a history of finding companies with deep links into large corporations’ information-technology setups that would be difficult for them to abandon. The company then cuts costs and gets the most out of their products by "cross-selling and upselling" them, as Broadcom’s head of software, Tom Krause, described the strategy in November of last year.

THOMA BRAVO TO TAKE COUPA SOFTWARE PRIVATE IN $8B DEAL

VMware signaled the departures aren’t expected to affect its operations. The memo pointed to the company’s strong and seasoned set of senior executives who are ready to step into the roles as well as broader efforts to reorient its business. VMware is "preparing to enter the next phase of growth and evolution as a division of Broadcom during 2023," Mr. Raghuram wrote.

Broadcom shares were up 2.2% in Monday trading, with VMware’s stock climbed 1.4%.

Regulators in Washington have taken an increasingly hard line on tech mergers. The FTC last week sued Microsoft Corp. over its planned purchase of videogame maker Activision Blizzard Inc. Chip provider Nvidia Corp. in February called off its deal to buy British chip-design specialist Arm amid regulatory concerns. The FTC on Thursday also asked a judge to halt Meta Platforms Inc.’s planned acquisition of a virtual-reality startup.

CLICK HERE TO GET THE FOX BUSINESS APP

Broadcom has said it is paying in half cash and half stock and would assume $8 billion of VMware’s debt. The deal, if completed, would be one of the tech industry’s largest ever. Broadcom would owe a termination fee of $1.5 billion if the deal falls apart.

Asa Fitch contributed to this article.

The MarketWatch News Department was not involved in the creation of this content.

The MarketWatch News Department was not involved in the creation of this content.

Security researchers with Juniper Networks’ Threat Labs warn of a new Python-based backdoor targeting VMware ESXi virtualization servers.

The targeted servers were impacted by known security defects (such as CVE-2019-5544 and CVE-2020-3992) that were likely used for initial compromise, but what caught the researchers’ attention was the simplicity, persistence, and capabilities of the deployed backdoor.

As part of the attack, the threat actor modified a total of four files on the target, which the system backs up and restores after reboot, to ensure the persistent execution of a Python script at startup.

The attackers also attempted to hide the backdoor’s presence on the system by modifying file timestamps and by choosing specific files that would raise little suspicion on a virtualization host.

According to Juniper Threat Labs, the Python script can be used on Linux and other UNIX-like systems as well, but it appears to have been designed to target ESXi specifically.

The Python script was designed to launch a simple webserver that can execute remote commands or launch a reverse shell on the host, based on received password-protected POST requests.

The reverse shell, which can bypass firewall restrictions and can be used even if the infected system is not connected to the internet, supports a sequence of piped commands that is meant “to work around limitations in the netcat version available on ESXi.”

According to Juniper Threat Labs, the attackers also modified the configuration of the ESXi reverse HTTP proxy, so that a reverse proxy is instructed to forward to port 8307 specific external requests, which provides the attackers with access to the malicious webserver.

The same as the Python script, the reverse proxy configuration is persistent.

To stay protected, organizations are advised to ensure that their appliances are properly patched and that incoming network connections are restricted to trusted hosts. VMware ESXi users are also advised to check the contents of the four targeted files and to check all persistent system files for any signs of unauthorized modifications.

Related: Hackers Possibly From China Using New Method to Deploy Persistent ESXi Backdoors

Related: VMware Plugs Security Holes in Workstation, Fusion and ESXi

Related: Patch for Critical VMware ESXi Vulnerability Incomplete

By Hock Tan, Broadcom President & CEO

In October I shared my thoughts about what a combined Broadcom and VMware will mean for customers. I wrote about the conversations I’ve had to date, the future of multi-cloud, and our philosophy on pricing, and I reiterated Broadcom’s commitment to keeping customers at the center of our business.

Nonetheless, I’ve continued to see questions in press reports about whether we intend to raise prices on VMware products. The answer is simple: No.

Given the continued interest, I wanted to expand on my thoughts about the pending transaction and share more on how Broadcom will support VMware customers and innovate VMware products once the transaction closes.

Building on Our Commitment

It’s important to remember that Broadcom is an engineering-first company. Our commitment to innovating leading-edge technology, ensuring successful deployments of our solutions, and delivering value for our customers is what drives our growth.

The addition of VMware will further Broadcom’s commitment in each of these three areas.

Our business model is predicated on adding long-term value to our products and improving them over time. Following the transaction’s close, we’re going to focus on making VMware’s products better for all of our customers, including enterprise customers who want products that are even easier to use. And, to be clear, we intend to continue serving customers of all sizes. VMware has a robust partner ecosystem that we will build upon to help us serve even the smallest companies. In short, we plan to take a “no customer left behind” approach.

Innovating for Success

How will we spur higher growth and drive customers of all sizes to buy more VMware products than ever before? We’ll do it the way we’ve always done it: through our laser-focus on execution and innovation.

Broadcom has the scale and capacity to invest major resources in R&D innovation and build on VMware’s talented team by recruiting the best engineers — an advantage that has historically allowed us to develop better technology and product solutions than the competition, whether it’s in broadband, ethernet switching, or endpoint protection.

By investing and innovating in infrastructure software and VMware’s broad portfolio — including multi-cloud and cloud-native capabilities — we will bring our customers greater flexibility and deliver new solutions to help them connect, scale and protect their IT infrastructure. 

Post-close, we intend to apply this formula for success by investing in and operating VMware with a concerted focus on growth and innovation, while furthering our track record of delivering consistent, justifiable value with our fairly priced solutions.

Greater Customer Choice

As we look to our shared future, we know what goes into successful customer relationships. We also know that if customers don’t find consistent value in the solutions we deploy, they’ll go elsewhere.

Don’t just take my word for it. IDC highlighted in a exact report that any vendor looking to cultivate successful customer partnerships has to first offer products, support and services that translate into real value.

In the report, IDC shared a comment from a CIO of a large, global financial services company who noted that, “This acquisition is unique, and it makes sense for [Broadcom and VMware] to form one organization that can increase productivity and deliver a more complete customer experience. Together, Broadcom and VMware will provide us [customers] more power to modernize and transform our IT infrastructure to meet the needs of an ever-evolving world, ensuring secure, reliable, and flexible, choices.”

This CIO is exactly right. As workloads continue to grow rapidly across environments and multi-cloud options expand, a combined Broadcom and VMware will be focused on giving customers greater choice and flexibility over where and how they run their critical operations. We will invest in and innovate VMware’s products to create the next generation of technology that solves customers’ most complex IT challenges.

To stay updated on the news about the transaction, click here.

Cautionary Statement Regarding Forward-Looking Statements

This communication relates to a proposed business combination transaction between Broadcom Inc. (“Broadcom”) and VMware, Inc. (“VMware”).  This communication includes forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended.  These forward-looking statements include but are not limited to statements that relate to the expected future business and financial performance, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined business, the expected amount and timing of the synergies from the proposed transaction, and the anticipated closing date of the proposed transaction.  These forward-looking statements are identified by words such as “will,” “expect,” “believe,” “anticipate,” “estimate,” “should,” “intend,” “plan,” “potential,” “predict,” “project,” “aim,” and similar words or phrases.  These forward-looking statements are based on current expectations and beliefs of Broadcom management and current market trends and conditions. 

These forward-looking statements involve risks and uncertainties that are outside Broadcom’s control and may cause real results to differ materially from those contained in forward-looking statements, including but not limited to: the effect of the proposed transaction on our ability to maintain relationships with customers, suppliers and other business partners or operating results and business; the ability to implement plans, achieve forecasts and meet other expectations with respect to the business after the completion of the proposed transaction and realize expected synergies; business disruption following the proposed transaction; difficulties in retaining and hiring key personnel and employees due to the proposed transaction and business combination; the diversion of management time on transaction-related issues; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; significant indebtedness, including indebtedness incurred in connection with the proposed transaction, and the need to generate sufficient cash flows to service and repay such debt; the disruption of current plans and operations; the outcome of legal proceedings related to the transaction; the ability to consummate the proposed transaction on a timely basis or at all; the ability to successfully integrate VMware’s operations; cyber-attacks, information security and data privacy; global political and economic conditions, including cyclicality in the semiconductor industry and in Broadcom’s other target markets, rising interest rates, the impact of inflation and challenges in manufacturing and the global supply chain; the impact of public health crises, such as pandemics (including COVID-19) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; and events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature.

These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form S-4 and proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction.  While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.  For additional information about other factors that could cause real results to differ materially from those described in the forward-looking statements, please refer to Broadcom’s and VMware’s respective periodic reports and other filings with the SEC, including the risk factors identified in Broadcom’s and VMware’s most exact Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.  The forward-looking statements included in this communication are made only as of the date hereof.  Neither Broadcom nor VMware undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.  

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Broadcom has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of VMware and that also constitutes a prospectus of Broadcom.  Each of Broadcom and VMware may also file other relevant documents with the SEC regarding the proposed transaction.  The registration statement  was declared effective by the SEC on October 3, 2022 and the definitive proxy statement/prospectus has been mailed to VMware’s stockholders. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that Broadcom or VMware may file with the SEC.   INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors and security holders may obtain free copies of the registration statement and proxy statement/prospectus and other documents containing important information about Broadcom, VMware and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.  Copies of the documents filed with the SEC by Broadcom may be obtained free of charge on Broadcom’s website at https://investors.broadcom.com.  Copies of the documents filed with the SEC by VMware may be obtained free of charge on VMware’s website at ir.vmware.com.

Participants in the Solicitation

Broadcom, VMware and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  Information about the directors and executive officers of Broadcom, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Broadcom’s proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on February 18, 2022, and Broadcom’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021, which was filed with the SEC on December 17, 2021.  Information about the directors and executive officers of VMware, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in VMware’s proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on May 27, 2022, VMware’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, which was filed with the SEC on March 24, 2022, a Form 8-K filed by VMware on April 22, 2022 and a Form 8-K filed by VMware on May 2, 2022.  Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are or will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available.  Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions.  You may obtain free copies of these documents from Broadcom or VMware using the sources indicated above.

About Hock Tan:

Broadcom Software

Hock Tan is Broadcom President, Chief Executive Officer and Director. He has held this position since March 2006. From September 2005 to January 2008, he served as chairman of the board of Integrated Device Technology. Prior to becoming chairman of IDT, Mr. Tan was the President and Chief Executive Officer of Integrated Circuit Systems from June 1999 to September 2005. Prior to ICS, Mr. Tan was Vice President of Finance with Commodore International from 1992 to 1994, and previously held senior management positions with PepsiCo and General Motors. Mr. Tan served as managing director of Pacven Investment, a venture capital fund in Singapore from 1988 to 1992, and served as managing director for Hume Industries in Malaysia from 1983 to 1988.

VMware Reports Fiscal Year 2023 Third Quarter Results

Total Revenue of $3.21 billion

Subscription and SaaS Revenue of $988 million, an increase of 20% year-over-year

VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced financial results for the third quarter of fiscal year 2023:

Quarterly Review

• Revenue for the third quarter was $3.21 billion, an increase of 1% from the third quarter of fiscal 2022.
• The combination of subscription and SaaS and license revenue was $1.61 billion for the third quarter, an increase of 5% from the third quarter of fiscal 2022.
• Subscription and SaaS constituted 31% of our total revenue for the quarter.
• Subscription and SaaS revenue for the third quarter was $988 million, an increase of 20% year-over-year.
• Subscription and SaaS ARR for the third quarter was $4.10 billion, an increase of 24% year-over-year.
• GAAP net income for the third quarter was $231 million, or $0.54 per diluted share, down 43% per diluted share compared to $398 million, or $0.94 per diluted share, for the third quarter of fiscal 2022. Non-GAAP net income for the third quarter was $626 million, or $1.47 per diluted share, down 15% per diluted share compared to $725 million, or $1.72 per diluted share, for the third quarter of fiscal 2022.1
• GAAP operating income for the third quarter was $390 million, a decrease of 25% from the third quarter of fiscal 2022. Non-GAAP operating income for the third quarter was $857 million, a decrease of 8% from the third quarter of fiscal 2022.
• Operating cash flow for the third quarter was $1.26 billion. Free cash flow for the third quarter was $1.16 billion.
• RPO for the third quarter totaled $11.90 billion, up 7% year-over-year.

“Q3 results met our expectations. This past quarter we demonstrated that our innovation engine is flourishing, as we unveiled many new offerings across our portfolio, including VMware vSphere 8, VMware vSAN 8 and VMware Aria,” said Raghu Raghuram, CEO, VMware. “We remain committed to and engaged in helping customers transform their businesses and unlock the full potential of multi-cloud.”

“Our Q3 subscription and SaaS ARR growth of 24% reflects increased adoption of our multi-cloud product portfolio and recently introduced customer programs,” said Zane Rowe, executive vice president and CFO, VMware. “By continuing to meet the evolving needs of our customers, we increased our mix of subscription and SaaS revenue to 31% of our total revenue this quarter.”

Business Highlights & Strategic Announcements

• At VMware Explore U.S. 2022, the company announced new and enhanced portfolio offerings, Cross-Cloud services and expanded partnerships to deliver a faster and smarter path to cloud for digital businesses. New technology offerings included:
  • VMware vSphere 8, which introduces a new era of computing by supporting DPUs (Data Processing Units) alongside CPUs and GPUs—making the future of modern infrastructure accessible to all enterprises.
  • VMware vSAN 8 for breakthrough performance and hyper-efficiency.
  • VMware Aria, a new multi-cloud management portfolio, which provides a set of end-to-end solutions for managing cloud native applications and infrastructure.
  • VMware Cloud Foundation+, introducing a cloud-connected architecture for managing and operating full stack HCI in data centers.
  • Project Northstar, a preview of a major advancement of the VMware NSX platform, for multi-cloud networking, security and end-to-end visibility.
  • VMware Tanzu for Kubernetes Operations, which includes VMware Tanzu Mission Control, VMware Aria Operations for Apps and VMware Tanzu Kubernetes Grid, will simplify Kubernetes delivery, management and reliability.
  • The extension of Workspace ONE Freestyle Orchestrator to mobile devices and third-party apps, for multi-platform automation and orchestration.
• VMware recently announced an expansion of our partnership with IBM to help clients in regulated industries more easily move workloads to the cloud, with IBM Consulting now serving as a GSI partner for VMware.
• VMware extended its ongoing collaboration with Microsoft to help customers with an Azure-first strategy to modernize enterprise VMware vSphere workloads quickly and cost-effectively in Microsoft Azure.
• VMware and AWS announced new capabilities in the jointly engineered VMware Cloud on AWS service and broad availability of VMware Cross-Cloud services on AWS Marketplace to help customers accelerate moving VMware workloads to modern and more secure infrastructure in AWS to support enterprise cloud transformation.
• VMware introduced VMware Carbon Black Workload for AWS, which delivers advanced protection purpose-built for securing both traditional and modern workloads.
• VMware received industry analyst recognition:
  • VMware was positioned by Gartner, Inc. as a Leader in the 2022 Gartner Magic Quadrant for SD-WAN.2 Previously known as the Gartner Magic Quadrant for WAN Edge Infrastructure, this year’s report marks the fifth consecutive year that Gartner has recognized VMware as a Leader in SD-WAN.
  • VMware was positioned by Gartner, Inc. as a Leader in the 2022 Magic Quadrant for Unified Endpoint Management (UEM) Tools.3 This is the fifth consecutive year VMware has been named. We believe Gartner recognized VMware as a Leader in this Magic Quadrant because of our Workspace One product.
  • Analyst firm IDC ranked VMware No. 1 in the worldwide IT automation and configuration management (ITACM) 4 software market for 2021. This year’s report marks the fifth consecutive year that customers have helped VMware top the list in Worldwide IT Automation and Configuration.

About VMware

VMware is a leading provider of multi-cloud services for all apps, enabling digital innovation with enterprise control. As a trusted foundation to accelerate innovation, VMware software gives businesses the flexibility and choice they need to build the future. Headquartered in Palo Alto, California, VMware is committed to building a better future through the company’s 2030 Agenda. For more information, please visit vmware.com/company.

Definitive Agreement to be Acquired by Broadcom

VMware has entered into a definitive agreement to be acquired by Broadcom Inc. (“Broadcom”). The transaction, which is expected to be completed in Broadcom's fiscal year 2023, is subject to the receipt of regulatory approvals and other customary closing conditions. Please refer to the May 26, 2022 announcement entitled, “Broadcom to Acquire VMware for Approximately $61 Billion in Cash and Stock,” available on news.vmware.com.

Additional Information

VMware’s website is located at vmware.com, and its investor relations website is located at ir.vmware.com. VMware’s goal is to maintain the investor relations website as a portal through which investors can easily find or navigate to pertinent information about VMware, all of which is made available free of charge. The additional information includes: materials that VMware files with the SEC; announcements of investor conferences, speeches and events at which its executives talk about its products, services and competitive strategies; webcasts of its earnings calls, investor conferences and events (archives of which are also available for a limited time); additional information on its financial metrics, including reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures; press releases on quarterly earnings, product and service announcements, legal developments and international news; corporate governance information; ESG (environmental, social and governance) information; other news, blogs and announcements that VMware may post from time to time that investors may find useful or interesting; and opportunities to sign up for email alerts and RSS feeds to have information pushed in real time.

VMware, vSphere, VMware vSAN, VMware Aria, Explore, NSX, Tanzu, Workspace ONE, and Carbon Blackare registered trademarks or trademarks of VMware, Inc. or its subsidiaries in the United States and other jurisdictions. All other marks and names mentioned herein may be trademarks of their respective organizations.

Use of Non-GAAP Financial Measures

Reconciliations of non-GAAP financial measures to VMware’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled “About Non-GAAP Financial Measures.”

Annual Recurring Revenue (“ARR”)

ARR is an operating measure VMware uses to assess the strength of the Company’s subscription and SaaS offerings. ARR is a performance metric and should be viewed independently of, and not as a substitute for or combined with, revenue and unearned revenue. ARR represents the annualized value of VMware’s committed customer subscription and SaaS contracts as of the end of the reporting period, assuming any contract that expires during the next 12 months is renewed on its existing terms and any applicable termination for convenience clauses are not exercised, except that, for consumption-based subscription and SaaS offerings, ARR represents the annualized quarterly revenue based on revenue recognized for the current reporting period.

Forward-Looking Statements

This press release contains forward-looking statements including, among other things, statements regarding the expected benefits to customers, partners and stockholders of VMware’s strategy and offerings, as well as the proposed acquisition of VMware by Broadcom and related timing of its consummation. real results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (1) the satisfaction of the conditions precedent to consummation of the proposed acquisition, and the ability to consummate the proposed acquisition, on a timely basis or at all; (2) business disruption following the announcement of the proposed transaction, including disruption of current plans and operations; (3) the effects of the proposed acquisition, the spin-off of VMware from Dell and changes in VMware’s and Dell’s commercial relationships and go-to-market strategy on VMware’s ability to (a) enter into, maintain and extend strategically effective partnerships, collaborations and alliances, (b) maintain and establish new relationships with customers, partners and suppliers, and (c) maintain operating results and VMware’s business generally; (4) difficulties in retaining and hiring key personnel and employees, including due to the proposed acquisition; (5) the ability to implement plans, forecasts and other expectations with respect to the business after the completion of the proposed acquisition and realize synergies; (6) the impact of the COVID-19 pandemic on VMware’s operations, financial condition, customers, the business environment and global and regional economies; (7) the ability of VMware to adapt its offerings, business operations and go-to-market activities to changes in how customers consume information technology resources, such as through subscription and SaaS offerings; (8) changes to VMware’s and Dell’s respective financial conditions and strategic directions, including potential effects of the proposed acquisition of VMware by Broadcom, that could adversely impact the VMware-Dell commercial relationship and collaborations; (9) the continued risk of on-going and new litigation and regulatory actions, including the outcome of any legal proceedings related to the proposed acquisition; (10) adverse changes in general economic or market conditions; (11) delays or reductions in consumer, government and information technology spending, including due to the announced acquisition; (12) competitive factors, such as pricing pressures, industry consolidation, entry of new competitors into the industries in which VMware competes, as well as new product and marketing initiatives by VMware’s competitors; (13) rapid technological changes in the virtualization software, cloud, end user, edge security and mobile computing and telecom industries; (14) the uncertainty of VMware’s customers’ acceptance of and ability to transition to emerging technologies and new offerings and computing strategies in the industries in which VMware competes; (15) VMware’s ability to protect its proprietary technology; (16) changes to product and services development timelines; (17) risks associated with cyber-attacks, information security and data privacy; (18) disruptions resulting from key management changes; (19) risks associated with international sales, such as fluctuating currency exchange rates and increased trade barriers; (20) changes in VMware’s financial condition; and (21) other business effects, including those related to industry, market, economic, political, regulatory and global health conditions. These forward-looking statements are made as of the date of this press release, are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including VMware’s most exact reports on Form 10-K and Form 10-Q and current reports on Form 8-K that VMware may file from time to time, which could cause real results to vary from expectations. VMware assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.