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EMC CORP (EMC)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 02/28/2011
Filed Period 12/31/2010

Table of contents

  • Page 1
    EMC CORP (EMC) 10-K Annual report pursuant to section 13 and 15(d) Filed on 02/28/2011 Filed Period 12/31/2010

  • Page 2
    ... EMC CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04-2680009 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 176 South Street Hopkinton, Massachusetts 01748 (Address of principal executive offices) (Zip Code...

  • Page 3
    ... Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 4
    ... by EMC's majority equity stake in VMware, Inc. ("VMware"), is the leading provider of virtualization and cloud infrastructure software solutions. EMC was incorporated in Massachusetts in 1979. Our corporate headquarters are located at 176 South Street, Hopkinton, Massachusetts. EMC's Cloud...

  • Page 5
    ...helping customers exploit the benefits of solid state disk (SSD) technology. 2010 was a year of innovation for EMC leading up to the introduction of the VNX family. During that time, EMC made significant advancements to the EMC Fully Automated Storage Tiering (FAST) suite and EMC Fast Cache software...

  • Page 6
    ... data growth levels. In addition, to further enhance its deduplication storage system offerings for the mainframe backup market, in 2010, EMC acquired Bus-Tech, Inc., a leading provider of mainframe virtual tape libraries and connectivity solutions. By introducing high levels of automation, advanced...

  • Page 7
    ...-to-end encryption and RSA tokenization solutions as an integrated payment security offering. Information Intelligence Group Segment EMC's Information Intelligence Group provides software and services for enterprise capture, information access, customer communications, case management and governance...

  • Page 8
    ... work closely with these and other companies to provide added value to our customers by integrating our solutions with software and networking applications that customers rely on to manage their day-to-day business operations. In 2010, Cisco and EMC further expanded and strengthened VCE Company LLC...

  • Page 9
    ... Partner. Our products are assembled and tested primarily at our facilities in the United States and Ireland or at global manufacturing service suppliers. We work closely with our suppliers to design, assemble and test product components in accordance with production standards and quality controls...

  • Page 10
    ...categories: EMC Information Infrastructure and VMware Virtual Infrastructure. Sales and marketing operations outside the United States are conducted through sales subsidiaries and branches located principally in Europe, Latin America and the Asia Pacific region. We have five manufacturing facilities...

  • Page 11
    ... request to EMC Investor Relations, 176 South Street, Hopkinton, MA 01748. None of the information posted on our website is incorporated by reference into this Annual Report. ITEM 1A. RISK FACTORS The risk factors that appear below could materially affect our business, financial condition and...

  • Page 12
    ... of funding for software purchases; • fluctuations in demand, adoption rates, sales cycles and pricing levels for VMware's products and services; • fluctuations in foreign currency exchange rates; • changes in customers' budgets for information technology purchases and in the timing of their...

  • Page 13
    ... changes in data storage, networking virtualization, infrastructure management, information security and operating system technologies which could require us to modify existing products. Risks inherent in the transition to new products include: • the difficulty in forecasting customer preferences...

  • Page 14
    ... sales force to sell more software and services; • successfully integrating new acquisitions; • managing inventory levels, including minimizing excess and obsolete inventory, while maintaining sufficient inventory to meet customer demands; • controlling expenses; • managing our manufacturing...

  • Page 15
    ...sales force, we have agreements in place with many distributors, systems integrators, resellers and original equipment manufacturers to market and sell our products and services. We may, from time to time, derive a significant percentage of our revenues from such distribution channels. Our financial...

  • Page 16
    ... to transfer the cash and investments to the United States. Should we desire to repatriate cash, we may incur a significant tax obligation. We operate a Venezuelan sales subsidiary in which the Bolivar is the functional currency. Due to limitations in accessing the dollar at the official exchange...

  • Page 17
    ... or financial condition. In February 2010, President Obama, as part of the Administration's FY 2011 budget, proposed changing certain of the U.S. tax rules for U.S. corporations doing business outside the United States. The proposed changes include limiting the ability of U.S. corporations to...

  • Page 18
    ... procedures for financial reporting. Should we or our independent auditors determine that we have material weaknesses in our internal controls, our results of operations or financial condition may be materially adversely affected or our stock price may decline. In March 2010, President Obama signed...

  • Page 19
    ... of investments in fixed-income securities. The effect of such change could result in a reduction in the long-term rate on plan assets and an increase in future pension expense. As of December 31, 2010, the ten-year historical rate of return on plan assets was 4.1%, and the inception to date return...

  • Page 20
    ...and data center Information Storage RSA Information Security Information Storage VMware Virtual Infrastructure executive and administrative offices, sales, customer service, R&D and data center ** sales, customer service, R&D and data center ** manufacturing, customer service, R&D, administrative...

  • Page 21
    ..., human resources and benefits outsourcing solutions. William J. Teuber, Jr. has been our Vice Chairman since May 2006. In this role, Mr. Teuber assists the Chairman, President and Chief Executive Officer in the day-to-day management of EMC and leads EMC Customer Operations, our worldwide sales and...

  • Page 22
    ...a number of key EMC functions, including EMC's Solutions, Technology Alliances, Executive Briefing Center customer programs, Customer Quality, Total Customer Experience, Business Operations and Common Hardware Products and oversees Worldwide Manufacturing and Global Supply Chain Operations, Advanced...

  • Page 23
    ...Directors is to retain cash and investments primarily to provide funds for our future growth. Additionally, we use cash to repurchase our common stock. ISSUER PURCHASES OF EQUITY SECURITIES IN THE FOURTH QUARTER OF 2010 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs...

  • Page 24
    ... 2008, EMC acquired all of the outstanding shares of 12 companies (see Note C to the Consolidated Financial Statements). In 2007, EMC acquired all of the outstanding shares of 14 companies. In 2007, EMC recognized a $148.6 million gain on the sale of VMware stock to Cisco. In 2006, EMC acquired all...

  • Page 25
    ... can be hosted at customer data centers or at service providers. RESULTS OF OPERATIONS Revenues The following table presents revenue by our segments: Percentage Change 2010 2009 2008 2010 vs 2009 2009 vs 2008 Information Storage Information Intelligence Group RSA Information Security VMware Virtual...

  • Page 26
    ... from enterprise-wide to application-centric deployments. The RSA Information Security segment's services revenues increased 23.9% to $329.2 in 2010. Services revenues increased due to an increase in professional services and maintenance revenues resulting from continued demand for support from...

  • Page 27
    ... to EMC Corporation. Percentage Change 2010 2009 2008 2010 vs 2009 2009 vs 2008 Cost of revenue: Information Storage Information Intelligence Group RSA Information Security VMware Virtual Infrastructure Corporate reconciling items Total cost of revenue Gross margins: Information Storage Information...

  • Page 28
    ... compensation expense was primarily attributable to the incremental expense associated with VMware's equity grants and the full-year impact of options exchanged in the acquisition of Data Domain, which was acquired in the third quarter of 2009. The increase of $8.1 in the corporate reconciling...

  • Page 29
    ... quarter of 2009. The increase in stock-based compensation expense in 2010 was attributable to the incremental expense associated with VMware's equity grants and the full year impact of options exchanged in the acquisition of Data Domain. The increase in stock-based compensation expense in 2009 was...

  • Page 30
    ... of $5.1. The increase in stock-based compensation expense in 2009 was primarily attributable to incremental expense associated with VMware's equity grants and expense associated with options exchanged in the acquisition of Data Domain. SG&A expenses within EMC's Information Infrastructure business...

  • Page 31
    ... effective tax rate by an additional 4.5 percentage points. In 2009, we effected a plan to reorganize our international operations by transferring certain assets of our RSA and Data Domain entities and legacy foreign corporations owned directly by EMC into a single EMC international holding company...

  • Page 32
    ... first quarter of 2010, we announced a stock purchase program of VMware's Class A common stock to maintain an approximately 80% majority ownership in VMware over the long term. We have purchased approximately 6.0 million shares as of December 31, 2010 for $399.2. Financial Condition Cash provided by...

  • Page 33
    ... EMC uses certain non-GAAP financial measures, which exclude stock-based compensation, amortization of intangible assets, restructuring and acquisition-related charges, infrequently occurring gains and losses, special tax items and provision for litigation to measure its gross margin, operating...

  • Page 34
    ... than capital expenditures and capitalized software development costs. Management believes that information regarding free cash flow provides investors with an important perspective on the cash available to make strategic acquisitions and investments, repurchase shares, service debt and fund ongoing...

  • Page 35
    ... reflect any benefit that such items may confer on EMC. Management compensates for these limitations by also considering EMC's financial results as determined in accordance with GAAP. Investments The following table summarizes the composition of our investments at December 31, 2010: Amortized Cost...

  • Page 36
    ... 31, 2010: Payments Due By Period Total Less than 1 year 1-3 years* 3-5 years** More than 5 years Operating leases Convertible debt Product warranty obligations Other long-term obligations, including notes payable and current portion of long-term obligations and post retirement obligations Purchase...

  • Page 37
    ... in employees no longer accruing pension benefits for future services. The assets for these defined benefit plans are invested in common stocks and bonds. The market related value of the plans' assets is based upon the assets' fair value. The expected long-term rate of return on assets for the year...

  • Page 38
    ... sale or lease includes information systems, including hardware storage and hardware-related devices, software, including required storage operating systems and optional value-added software application programs, and services, including installation, professional, software and hardware maintenance...

  • Page 39
    ..., our provision for income taxes could be materially impacted. Accounting for Stock-based Compensation For our share-based payment awards, we make estimates and assumptions to determine the underlying value of stock options, including volatility, expected life and forfeiture rates. Additionally...

  • Page 40
    ...Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of bank deposits, money market investments, shortand long-term investments, accounts and notes receivable, and foreign currency exchange contracts. Deposits held with banks in the United States...

  • Page 41
    ... exchange contracts consist of a number of major financial institutions. In addition to limiting the amount of contracts we enter into with any one party, we monitor the credit quality of the counterparties on an ongoing basis. We purchase or license many sophisticated components and products...

  • Page 42
    ...SUPPLEMENTARY DATA EMC CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Management's Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 31, 2010 and 2009 Consolidated...

  • Page 43
    ... control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management...

  • Page 44
    ...financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require...

  • Page 45
    Table of Contents EMC CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) December 31, 2010 2009 ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts and notes receivable, less allowance for doubtful accounts of $57,385 and $47,414 ...

  • Page 46
    ... Contents EMC CORPORATION CONSOLIDATED INCOME STATEMENTS (in thousands, except per share amounts) For the Year Ended December 31, 2010 2009 2008 Revenues: Product sales Services Costs and expenses: Cost of product sales Cost of services Research and development Selling, general and administrative...

  • Page 47
    ... of Contents EMC CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the Year Ended December 31, 2010 2009 2008 Cash flows from operating activities: Cash received from customers Cash paid to suppliers and employees Dividends and interest received Interest paid Income taxes paid...

  • Page 48
    The accompanying notes are an integral part of the consolidated financial statements. 46

  • Page 49
    ... grants, cancellations and withholdings, net Repurchase of common stock EMC purchase of VMware stock Stock options issued in business acquisitions Stock-based compensation Impact from equity transactions of VMware, Inc. Actuarial loss on pension plan, net of tax benefit of $1,392 Change in market...

  • Page 50
    ... of Contents EMC CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) For the Year Ended December 31, 2010 2009 2008 Net income $1,969,686 $1,121,801 $1,319,829 Other comprehensive income (loss), net of taxes (benefits): Recognition of actuarial net gain (loss) from pension...

  • Page 51
    ... other owners, is shown as non-controlling interest in VMware, Inc. on EMC's consolidated balance sheets. 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...

  • Page 52
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) • Software sales Software sales consist of the sale of optional value-added software application programs. Our software application programs provide customers with resource management, backup and archiving,...

  • Page 53
    ..., we defer revenue and cost of sales for inventory sold through the channel that exceeds the channel's requirements. Deferred Revenue Our deferred revenue consists primarily of deferred hardware and software maintenance, recognized ratably over the contract term and deferred professional services...

  • Page 54
    ...time of purchase. Cash equivalents consist primarily of money market securities, U.S. treasury bills, U.S. agency discount notes and short-term commercial paper. Cash equivalents are stated at fair value. Total cash equivalents were $2,584.4 million and $5,101.5 million at December 31, 2010 and 2009...

  • Page 55
    ... of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Upon retirement or disposition, the asset cost and related accumulated depreciation are removed with any gain or loss recognized in the income statement. Repair and maintenance costs, including planned maintenance...

  • Page 56
    ...of the deferred tax assets will not be realized. Accounting for uncertainty in income taxes recognized in the financial statements is in accordance with Financial Accounting Standards Board ("FASB") authoritative guidance, which prescribes a two-step process to determine the amount of tax benefit to...

  • Page 57
    ... products or services. The new accounting guidance did not have a material impact on our financial position or results of operations for the year ended December 31, 2010 and did not change the units of accounting for our revenue transactions. Specifically, for our product sales that contain software...

  • Page 58
    ... of transaction costs for legal and accounting services, which are included in restructuring and acquisition-related charges in our Consolidated Income Statements. The fair value of our stock options issued to employees of Isilon was estimated using a Black-Scholes option pricing model. The purchase...

  • Page 59
    ... our Information Storage segment. The aggregate purchase price, net of cash acquired for all 2010 acquisitions, excluding Isilon, was $895.4 million, which consisted of $893.5 million of cash and $1.9 million in fair value of our stock options issued in exchange for the acquirees' stock options and...

  • Page 60
    ... of our stock options issued to employees of Data Domain was estimated using a Black-Scholes option pricing model. The consolidated financial statements include the results of Data Domain from the date of acquisition. The purchase price has been allocated to the assets acquired and the liabilities...

  • Page 61
    ... be hosted at customer data centers or at service providers. This acquisition will also support VMware's mission to simplify enterprise information technology and make customer environments more efficient, scalable and easier to manage. The purchase price for SpringSource, net of cash acquired, was...

  • Page 62
    ...of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The aggregate purchase price, net of cash acquired for all 2009 acquisitions, excluding Data Domain, was $730.6 million, which consisted of $730.2 million of cash and $0.4 million in fair value of our stock options...

  • Page 63
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following represents the aggregate allocation of the purchase price for all the aforementioned acquisitions to intangible assets (table in thousands): Developed technology (weighted-average useful life of...

  • Page 64
    ... December 31, 2010 Information Storage Information Intelligence Group RSA Information Security VMware Virtual Infrastructure Total Balance, beginning of the year Goodwill acquired Tax deduction from exercise of stock options Other adjustments Finalization of purchase price allocations Balance, end...

  • Page 65
    ... 31, 2009 Information Storage Information Intelligence Group RSA Information Security VMware Virtual Infrastructure Total Balance, beginning of the year Goodwill acquired Tax deduction from exercise of stock options Finalization of purchase price allocations Balance, end of the year Valuation of...

  • Page 66
    ... years ended December 31, 2010, 2009 and 2008. In connection with the sale of the Notes, we entered into separate convertible note hedge transactions with respect to our common stock (the "Purchased Options"). The Purchased Options allow us to receive shares of our common stock and/or cash related...

  • Page 67
    ...term investments, excluding auction rate securities, were recognized at fair value, which was determined based upon observable inputs from our pricing vendors for identical or similar assets. At December 31, 2010 and December 31, 2009, auction rate securities were valued using a discounted cash flow...

  • Page 68
    .... The liquidity discount margin represents an estimate of the additional return an investor would require for the lack of liquidity of these securities over an estimated five-year holding period. The rate used for the discount margin was 1% at both December 31, 2010 and December 31, 2009 as credit...

  • Page 69
    ... Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following table provides a summary of changes in fair value of our Level 3 financial assets for the years ended December 31, 2010 and 2009 (table in thousands): 2010 2009 Balance, beginning of the year Transfers...

  • Page 70
    ... accounts and notes receivable and the long-term portion is included in other assets, net. Lease receivables arise from sales-type leases of products. We typically sell, without recourse, the contractual right to the lease payment stream and assets under lease to third parties. For certain customers...

  • Page 71
    ... management. In 2009, we entered into term loan agreements with Quantum Corporation ("Quantum"), pursuant to which Quantum borrowed $121.7 million from us. The agreements required quarterly interest payments at a rate of 12% per annum. The scheduled maturity date of the loans was September 30, 2014...

  • Page 72
    ... of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Product Warranties Systems sales include a standard product warranty. At the time of the sale, we accrue for systems' warranty costs. The initial systems' warranty accrual is based upon our historical experience...

  • Page 73
    ... 2009, we effected a plan to reorganize our international operations by transferring certain assets of our RSA and Data Domain entities and legacy foreign corporations owned directly by EMC into a single EMC international holding company. As a result of this reorganization, we incurred income taxes...

  • Page 74
    ...December 31, 2010, 2009 and 2008, respectively. L. Retirement Plan Benefits 401(k) Plan EMC's Information Infrastructure business has established a deferred compensation program for certain employees that is qualified under Section 401(k) of the Code. EMC will match pre-tax employee contributions up...

  • Page 75
    ...including an EMC stock fund. The deferred compensation program limits an employee's maximum investment allocation in the EMC stock fund to 30% of their total contribution. Our matching contribution mirrors the investment allocation of the employee's contribution. Defined Benefit Pension Plan We have...

  • Page 76
    ... as follows: December 31, 2010 December 31, 2009 December 31, 2008 Discount rate Expected long-term rate of return on plan assets Rate of compensation increase The benefit payments are expected to be paid in the following years (table in thousands): 2011 2012 2013 2014 2015 2016 - 2020 Fair Value...

  • Page 77
    ... of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following table sets forth, by level within the fair value hierarchy, the Pension Plan's assets at fair value as of December 31, 2010 and 2009 (tables in thousands): December 31, 2010 Level 1 Level 2 Level...

  • Page 78
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Investment Strategy Our Pension Plan's assets are managed by outside investment managers. Our investment strategy with respect to pension assets is to maximize returns while preserving principal. The expected...

  • Page 79
    ... a third-party trademark. Certain of these agreements require us to indemnify the other party against certain claims relating to real or tangible personal property damage, personal injury or the acts or omissions of EMC, its employees, agents or representatives. In addition, from time to time, we...

  • Page 80
    ...we have maintained the acquired company's directors' and officers' insurance, which should enable us to recover a portion of any future amounts paid. These indemnities vary in length of time. Based upon our historical experience and information known as of December 31, 2010, we believe our liability...

  • Page 81
    ...of VMware shares owned by EMC. Repurchases of Common Stock We utilize both authorized and unissued shares (including repurchased shares) for all issuances under our equity plans. In 2008, our Board of Directors authorized the repurchase of 250.0 million shares of our common stock. For the year ended...

  • Page 82
    ... FINANCIAL STATEMENTS - (Continued) O. Stock-Based Compensation EMC Information Infrastructure Equity Plans The EMC Corporation Amended and Restated 2003 Stock Plan (the "2003 Plan") provides for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units...

  • Page 83
    ... of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) EMC Information Infrastructure Stock Options The following table summarizes our option activity under all equity plans in 2010, 2009 and 2008 (shares in thousands): Number of Shares Weighted Average Exercise Price...

  • Page 84
    ... certain employee stock options issued under VMware's 2007 Equity and Incentive Plan ("2008 Exchange Offer"). Certain previously granted options were exchanged for new, lower-priced stock options granted on a one-for-one basis. Executive officers and members of the Company's Board of Directors were...

  • Page 85
    ... of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) from participating in the 2008 Exchange Offer. Options for an aggregate of 4.1 million shares of VMware's Class A common stock were exchanged with a weighted-average exercise price per share of $71.60. Options...

  • Page 86
    ... based on VMware's closing stock price of $88.91 as of December 31, 2010, which would have been received by the option holders had all in-the-money options been exercised as of that date. Cash proceeds from the exercise of VMware stock options for the years ended December 31, 2010, 2009 and 2008...

  • Page 87
    ... 2010, 2009 and 2008 (in thousands): Year Ended December 31, 2010 Stock Options Restricted Stock Total Stock-Based Compensation Cost of product sales Cost of services Research and development Selling, general and administrative Stock-based compensation expense before income taxes Income tax benefit...

  • Page 88
    ...1.9% 3.7 12.18 $ None 39.4% 2.5% 3.4 17.88 For the Year Ended December 31, VMware Employee Stock Purchase Plan 2010 2009 2008 Dividend yield Expected volatility Risk-free interest rate Expected term (in years) Weighted-average fair value at grant date 86 $ None 33.1% 0.2% 0.5 15.18 $ None 50...

  • Page 89
    ... CONSOLIDATED FINANCIAL STATEMENTS - (Continued) For all equity awards granted in 2010 and 2009, volatility was based on an analysis of historical stock prices and implied volatilities of publicly-traded companies with similar characteristics, including industry, stage of life cycle, size, financial...

  • Page 90
    ... its written policy and procedures relating to related person transactions, EMC's Audit Committee has approved each of the above transactions occurring since the policy's adoption. EMC is a large global organization which engages in thousands of purchase, sales and other transactions annually. We...

  • Page 91
    ..., VMware acquired certain software product technology and related capabilities from the EMC Information Infrastructure segment's Ionix information technology management business for cash consideration of $175.0 million. The acquisition of the Ionix net assets and related capabilities was accounted...

  • Page 92
    ... Intelligence Group RSA Information Security EMC Information Infrastructure VMware Virtual Infrastructure within EMC Corp Reconciling Items 2009: Information Storage Consolidated Revenues: Product revenues Services revenues Total consolidated revenues Cost of sales Gross profit Gross profit...

  • Page 93
    ... of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Our revenues are attributed to the geographic areas according to the location of the customers. Revenues by geographic area are included in the following table (table in thousands): 2010 2009 2008 United States...

  • Page 94
    ... control over financial reporting as of December 31, 2010, our management excluded the evaluation of the disclosure controls and procedures of Isilon Systems, Inc., which was acquired by EMC on December 20, 2010. See Note C to the Consolidated Financial Statements for a discussion of the acquisition...

  • Page 95
    Table of Contents PART III STOCK PRICE PERFORMANCE GRAPH 2005 2006 2007 2008 2009 2010 EMC S&P 500 Index S&P 500 Information Technology Sector Index Source: Returns were generated from Thomson ONE $ $ $ 100.00 100.00 100.00 $ $ $ 96.92 113.62 107.70 $ $ $ 136.05 117.63 124.43 $ $ $ ...

  • Page 96
    ...," "Leadership and Compensation Committee Report," "Compensation Discussion and Analysis," "Compensation of Executive Officers" and "Director Compensation." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item...

  • Page 97
    ...of Contents PART IV ITEM 15. (a) 1. Financial Statements EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this report. 2. Schedule The Schedule on page S-1 is filed as part of this report. 3. Exhibits...

  • Page 98
    ... By: JOSEPH M. TUCCI Joseph M. Tucci Chairman, President and Chief Executive Officer /S/ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of EMC Corporation and in the capacities indicated as of February 28...

  • Page 99
    ... 29, 2010. EMC Corporation Deferred Compensation Retirement Plan, as amended and restated as of November 3, 2010. (filed herewith) (6) EMC Corporation Executive Incentive Bonus Plan. Form of Change in Control Severance Agreement for Executive Officers. (filed herewith) (3) Form of EMC Corporation...

  • Page 100
    ... is a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a) of Form 10-K. Pursuant to Rule 406T of Regulation S-T, these interactive data files shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of...

  • Page 101
    ... a Reduction in Revenue Charged to Other Accounts Description Sales Returns Balance at End of Period Year ended December 31, 2010 allowance for sales returns Year ended December 31, 2009 allowance for sales returns Year ended December 31, 2008 allowance for sales returns Tax Valuation Allowance...

  • Page 102
    Exhibit 10.6 EMC CORPORATION DEFERRED COMPENSATION RETIREMENT PLAN, as amended and restated as of November 3, 2010 effective for amounts earned and vested after December 31, 2004

  • Page 103
    ... from the EMC Corporation Executive Deferred Compensation Retirement Plan to the EMC Corporation Deferred Compensation Retirement Plan on May 22, 2008. 1.2. Purpose of Plan. The Company has adopted the Plan to provide a competitive level of retirement benefits to certain designated employees of the...

  • Page 104
    ... paid to Participants for services performed outside the United States from a non-U.S. payroll due to a transfer of the Participant for business reasons. 2.12. "Disabled" or "Disability" means any condition or conditions that (i) meet the definition of those terms under the EMC Corporation Long-Term...

  • Page 105
    ... defined in the Treasury regulations under Code section 409A(a)(4)(B) (iii). 2.22. "Plan" means the EMC Corporation Deferred Compensation Retirement Plan as set forth herein and all subsequent amendments hereto. 2.23. "Plan Year" means in the case of the first Plan Year, the period beginning January...

  • Page 106
    ... employee under Code section 409A(a)(2)(B) for the year in which the Participant experiences a Separation from Service. 2.27. "Subsidiary" or "Subsidiaries" means a corporation or corporations in which the Company owns stock, directly or indirectly, and that are in the same "controlled group...

  • Page 107
    ... the requirements of Code section 409A and the regulations and guidance thereunder) to determine which specific types of Compensation each Participant may defer under the Plan and to set election deadlines, rules for irrevocability of elections, and effective dates for such elections. (2) First Year...

  • Page 108
    ... deferred for the applicable Plan Year is to be paid or, in the case of installments, is to commence being paid (e.g., upon Retirement, upon a fixed distribution date under Section 6.2, or upon a Change of Control) and the method of payment (e.g., in a single lump sum payment, in a number of annual...

  • Page 109
    ...Participant's Company Credit Subaccount at a time the Company determines in its sole discretion. The Administrator will provide each Participant with a statement of his or her Account as soon as reasonably practicable after the end of each Plan Year. 5.2. Earnings Measurement. The Administrator will...

  • Page 110
    ... Participant is a party to the Key Employee Agreement), (f) engaged in any activity that results in termination of the Participant's employment for Cause (as defined in the Company's Amended and Restated 2003 Stock Plan), (g) violated any rule, policy, procedure or guideline of the Company or any of...

  • Page 111
    ... in five (5), ten (10) or fifteen (15) annual installments commencing in January of the year elected. The fixed distribution date cannot be earlier than the day after the third anniversary of the last day of the Plan Year in which the Compensation was deferred. For distributions payable in annual 9

  • Page 112
    ... will be paid to the Participant's beneficiary or estate in a single lump sum within ninety (90) days following the Participant's death. Payments will generally be made in cash, except that Compensation payable in Company Stock may be paid in Company Stock. A Participant may designate a beneficiary...

  • Page 113
    ... the balance of his or her Account in a single lump sum thirty (30) days following the Change of Control. Payments will generally be made in cash, except that Compensation payable in Company Stock may be paid in Company Stock. 6.6. Payment or Cessation of Deferrals Upon Unforeseeable Emergency...

  • Page 114
    ...'s Account attributable to Compensation earned by the Participant for his or her service as an Eligible Director will be paid in accordance with the provisions of this Article 6 applicable to Participants who are Eligible Directors. 6.8. Payments to Specified Employees. Amounts payable under...

  • Page 115
    ...meet the minimum standards of Section 503 of ERISA. 7.3. Claims and Review Procedure for Disability Claims. (a) In general. If any person believes he or she has been denied any rights or benefits due on Disability under the Plan, such person may file a claim in writing with the Administrator. If any...

  • Page 116
    ...in the Plan and appeal denials of such claims, as amended or changed, shall meet the minimum standards of Section 503 of ERISA. 7.4. Indemnification of Administrator. The Company shall indemnify and defend to the fullest extent permitted by law any director, officer or employee of the Company or its...

  • Page 117
    ... entity to segregate a fund, purchase an insurance contract, or in any other way currently to fund the future payment of any distributions or payments hereunder, nor will anything herein be construed to give any employee or any other person any right to any specific assets of the Company, any of its...

  • Page 118
    ... in the Plan nor any action of the Company, any Subsidiary or the Administrator, shall be held or construed to confer upon any employee or director of the Company or any of its Subsidiaries any right to continued employment or service with the Company or any of its Subsidiaries, as the case may be...

  • Page 119
    ... with the administration or operation of the Plan shall be paid by the Company from its general assets unless, in the sole discretion of the Administrator, the Administrator elects to charge such expenses against the appropriate Participant's Account or Participants' Accounts. Any taxes allocable to...

  • Page 120
    ...CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AGREEMENT, dated [ [Address]. WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders; and WHEREAS, the Executive has...

  • Page 121
    ... not have any right to be retained in the employ of the Company. 4. The Executive's Covenants. Subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, the Executive shall remain in the employ of the Company until the earliest of (i) a date which is six...

  • Page 122
    ..., except with respect to equity awards held by the Executive which are intended to constitute qualified performance based compensation for purposes of Section 162(m) of the Code and regulations promulgated thereunder (other than stock options and stock appreciation rights). Except as described above...

  • Page 123
    ... the Executive to convert coverage for the Executive and the Executive's dependents being provided hereunder to individual policies or program, if applicable, upon the same terms as other former employees of the Company may apply for such conversion. The cost of providing the benefits set forth...

  • Page 124
    ... deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (C) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement...

  • Page 125
    ... issue hereunder relating to the termination of the Executive's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any...

  • Page 126
    ... due under this Agreement. 8. No Mitigation. If the Executive's employment with the Company terminates following a Change in Control, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section...

  • Page 127
    ...for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the last known residence address of the Executive or in the case of the Company, to its...

  • Page 128
    ...otherwise payable to or in respect of him under this Agreement pursuant to the Executive's termination of employment with the Company shall be delayed, to the extent required so that taxes are not imposed on the Executive pursuant to Section 409A of the Code, and shall be paid upon the earliest date...

  • Page 129
    ... favor of the Company and its Affiliates, as in effect immediately prior to the Change in Control. Such release must be executed by the Executive within 45 days following the Date of Termination (the "Release Deadline"). Definitions. For purposes of this Agreement, the following terms shall have the...

  • Page 130
    ... voting power of the Company's then outstanding securities; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets...

  • Page 131
    ... either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities. 16.9 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 16.10 "Company" shall mean EMC Corporation and, except in determining...

  • Page 132
    ...under any of such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control; (D) the Company requiring the Executive to be based at an office that is greater than 50 miles from where the Executive's office is located immediately prior to the...

  • Page 133
    ...of stock of the Company. 16.19 "Plan" shall mean any compensation plan such as an incentive plan, or any employee benefit plan such as a thrift, pension, profit sharing, medical, disability, accident, life insurance plan or a relocation or vacation plan or policy or any other plan, program or policy...

  • Page 134
    ... the Company's retirement policy, including early retirement, generally applicable to its salaried employees. 16.24 "Severance Payments" shall have the meaning set forth in Section 6.1. 16.25 "Tax Counsel" shall have the meaning set forth in Section 6.2. 16.26 "Term" shall mean the period of time...

  • Page 135
    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EMC CORPORATION By: Name: Title: EXECUTIVE 16

  • Page 136
    ... Frank Mollen, John T. Teuber, William J., Jr. Tucci, Joseph M. You, Harry 1 15-March-2010 31-Dec-2009 31-Dec-2009 31-Dec-2009 31-Dec-2009 31-Dec-2009 31-Dec-2009 31-Dec-2009 31-Dec-2009 31-Dec-2009 31-Dec-2009 Refers to the date of the most recently executed change in control severance agreement.

  • Page 137
    ..., Directors and Consultants, and to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. 2. Definitions...

  • Page 138
    ... the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole...

  • Page 139
    ... officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (x) "Option" means a stock option granted pursuant to the Plan. (y) "Outside Director" means a Director who is not an Employee. (z) "Parent" means a "parent corporation...

  • Page 140
    ... of the Exchange Act. (mm) "Service Provider" means an Employee, Director or Consultant. (nn) "Share" means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan. (oo) "Stock Appreciation Right" means an Award, granted alone or in connection with an Option, that pursuant...

  • Page 141
    ... to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited...

  • Page 142
    ...restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; (vi) to determine the terms and conditions of any, and to institute any Exchange Program. Notwithstanding the foregoing sentence...

  • Page 143
    ..., Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 6. Stock Options. (a) Limitations. (i) Each Option will be designated in the Award Agreement...

  • Page 144
    ... of payment. (d) Exercise of Option. (i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option...

  • Page 145
    ... to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock will...

  • Page 146
    ... dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement...

  • Page 147
    ... Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. (b) Number of Shares. The Administrator will have...

  • Page 148
    ... of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or...

  • Page 149
    ...in its discretion not to do so. (e) Annual Award. Each Outside Director will be automatically granted an Option to purchase 20,000 Shares (an "Annual Award") on each date of the annual meeting of the stockholders of the Company beginning in 2007, if as of such date, he or she will have served on the...

  • Page 150
    ... non-GAAP), operating margin, pre-tax profit, product release timelines, productivity, profit, return on assets, return on capital, return on stockholder equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price increase, time to market, total...

  • Page 151
    ..."performance-based compensation" as described in Section 162(m) of the Code, and the Plan will be deemed amended to the extent necessary to conform to such requirements. 13. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder...

  • Page 152
    ... dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company...

  • Page 153
    ... (100%) of target levels and all other terms and conditions met. 16. Tax. (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit...

  • Page 154
    ... and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 21. Conditions Upon Issuance of Shares. (a) Legal...

  • Page 155
    ... applicable state securities laws, the Code, any Stock Exchange rules or regulations and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time...

  • Page 156
    ... to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will...

  • Page 157
    ...officer status shall be determined pursuant to the executive compensation disclosure rules under the Exchange Act. (v) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement. (w) "Option" means a stock option...

  • Page 158
    ... or Stock Purchase Rights, or the Shares issuable or issued upon exercise of such awards, under the Plan. (dd) "Plan" means this Amended and Restated 2001 Stock Plan. (ee) "Reporting Person" means an officer, Director, or greater than ten percent stockholder of the Company within the meaning of Rule...

  • Page 159
    ... whether and to what extent Options and Stock Purchase Rights are granted; (iv) to determine the number of Shares of Common Stock to be covered by each award granted; (v) to approve the form(s) of agreement(s) used under the Plan; (vi) to determine the terms and conditions, not inconsistent with the...

  • Page 160
    ... nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs. (d) Default Vesting Provisions. Without limiting the powers of the Administrator provided above or the other terms and conditions provided in the Plan, the default time-based...

  • Page 161
    ... date of grant. (ii) In the case of a Nonstatutory Stock Option, the per share Exercise Price shall be such price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the Company, the per share Exercise Price shall...

  • Page 162
    ...for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan. (b) Termination of Employment or Consulting Relationship. Except as otherwise set forth in this Section 10(b), the Administrator shall establish...

  • Page 163
    ... acquired upon exercise of an Option granted prior to the date, if any, upon which the Common Stock becomes a Listed Security to a person other than an officer, Director or Consultant, in that the Company shall have the right to repurchase such Shares from the Participant upon the following terms...

  • Page 164
    ... transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan. 12. Taxes. (a) As a condition of the exercise of an Option or Stock Purchase...

  • Page 165
    ... upon exercise of an Option or Stock Purchase Right by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be withheld. In the case of shares previously acquired from the Company that are surrendered under...

  • Page 166
    ... have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per Share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued...

  • Page 167
    ... upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an Option or Stock Purchase Right would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have...

  • Page 168
    ... or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect...

  • Page 169
    ... individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. 22. Awards Granted to...

  • Page 170
    ... Recipient who is not an Officer, Director or Consultant, such Option or Stock Purchase Right shall become exercisable, or any repurchase option in favor of the Company shall lapse, at the rate of at least 20% per year over five years from the grant date. 5. The following rules shall apply to an...

  • Page 171
    ... acquired upon exercise of an Option granted prior to the date, if any, upon which the Common Stock becomes a Listed Security to a person other than an Officer, Director or Consultant, in that the Company shall have the right to repurchase such Shares from the Participant upon the following terms...

  • Page 172
    ...3 Adoption of Amended and Restated 2001 Stock Plan. 1) Increase in shares reserved from 8,600,000 to 12,000,000. 2) Modification of Section 14(c)(iv) and 14(c)(v) Corporate Transaction; Change of Control provisions. On March 25, 2004, Board approved increase in shares reserved from 12,000,000 to 15...

  • Page 173
    Exhibit 12.1 EMC CORPORATION STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, 2010 2009 2008 2007 2006 Computation of Earnings: Income before provision for taxes and cumulative effect of a change in accounting principle $2,607,983 $1,374,576 Fixed ...

  • Page 174
    Exhibit 21.1 Significant Subsidiaries Name State of Jurisdiction of Organization EMC (Benelux) B.V. EMC Global Holdings Company EMC Information Systems International RSA Security LLC VMware, Inc. Netherlands Massachusetts Ireland Delaware Delaware

  • Page 175
    ...-171654) of EMC Corporation of our report dated February 28, 2011 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 Boston, Massachusetts February 28...

  • Page 176
    ... the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules...

  • Page 177
    ... the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules...

  • Page 178
    ...-Oxley Act of 2002, that, to my knowledge: (1) The Annual Report on Form 10-K of EMC Corporation for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the...

  • Page 179
    ...-Oxley Act of 2002, that, to my knowledge: (1) The Annual Report on Form 10-K of EMC Corporation for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the...