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EMC CORP (EMC)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 03/18/2003
Filed Period 12/31/2002

Table of contents

  • Page 1
    EMC CORP (EMC) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/18/2003 Filed Period 12/31/2002

  • Page 2
    ...South Street Hopkinton, Massachusetts 01748 (Address of principal executive offices, including zip code) (508) 435-1000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Common Stock, par value $.01 per share Name of...

  • Page 3
    ... Data Changes In and Disagreements With Accountants On Accounting and Financial Disclosure PART III Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and...

  • Page 4
    ...." PART I ITEM 1. General EMC Corporation and its subsidiaries design, manufacture, market and support a wide range of networked storage platforms, software and related services. EMC products and services are designed to enable organizations of all types and sizes to manage, protect and share their...

  • Page 5
    ... store, access and update files. Our operating software for Celerra is Data Access in Real Time (DART), designed exclusively for high performance network files access. Our Celerra products can either serve as a front end NAS connection for an externally attached Symmetrix or CLARiiON storage system...

  • Page 6
    ... management, sharing and protection capabilities. EMC software includes: (i) platform-based software; and (ii) open software that manages EMC and other vendors' products. We support our software research and development efforts through a state-of-the art software development lab in Massachusetts...

  • Page 7
    ...such as replication, optimization and data movement. Examples of such software include TimeFinder, Symmetrix Remote Data Facility (SRDF), Navisphere, SnapView, MirrorView and Symmetrix Optimizer. In 2002, we introduced enhancements to our Navisphere, SnapView and MirrorView software products. EMC is...

  • Page 8
    ... management job functions as part of the EMC Proven Professional Certification program. Courses and the certification program are available to customers, prospects and partners. Multi-vendor certification training is also available to employees. Training is worldwide in scope and employs e-learning...

  • Page 9
    ... manufacturing and test facilities in Massachusetts, North Carolina and Ireland are ISO 9000 certified. We also hold 12 additional certifications worldwide covering ISO 9000, ISO 14000 Environmental Management Standard Certification and Support Center Practices (SCP) certification for our software...

  • Page 10
    ... software. Seasonality Although we do not consider our business to be highly seasonal, we generally experience the greatest demand for our products and services in the last quarter of the year. Intellectual Property We generally rely on patent, copyright, trademark and trade secret laws and contract...

  • Page 11
    ... in Massachusetts, which manufactures Symmetrix and Celerra systems for the North American markets; one in Ireland, which manufactures Symmetrix, CLARiiON and Celerra systems for markets outside of North America; and one in North Carolina, which manufactures CLARiiON systems for the North American...

  • Page 12
    ..., MA Franklin, MA Milford, MA Southborough, MA Westborough, MA Apex, NC Research Triangle Park, NC Other North American locations Asia Pacific region Cork, Ireland Europe, Middle East and Africa (excluding Cork, Ireland) Latin American region owned: 1,832,500 executive and administrative offices...

  • Page 13
    ..., "Hitachi") with the International Trade Commission ("ITC") and in the United States Federal District Court in Worcester, Massachusetts. The ITC complaint alleged that Hitachi engaged in unlawful activities by importing into the United States products that infringed six EMC patents. We asked the...

  • Page 14
    ... a director of Paychex, Inc., a provider of payroll, human resources and benefits outsourcing solutions. David A. Donatelli has been our Executive Vice President, Storage Platforms Operations, since November 2001. Mr. Donatelli served as Senior Vice President, Corporate Marketing and New Business...

  • Page 15
    ... EMC, AutoIS, Automated Resource Manager, AViiON, CLARiiON, Celerra, Centera, CentraStar, Connectrix, Direct Matrix Architecture, DMX, EDM, EMC ControlCenter, EMC Developers Program, EMC Proven, Enginuity, FLARE, MirrorView, Navisphere, PowerPath, SAN Manager, SnapView, SRDF, StorageScope, Symmetrix...

  • Page 16
    ...'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock, par value $.01 per share, trades on the New York Stock Exchange under the symbol EMC. The following table sets forth the range of high and low sales prices of our common stock on the New York Stock Exchange for the past two...

  • Page 17
    ...Operating income (loss) (2) Net income (loss) (2) Net income (loss) per weighted average share, basic (2)(3) Net income (loss) per weighted average share, diluted (2)(3) Weighted average shares, basic (3) Weighted average shares, diluted (3) Balance Sheet Data: Working capital Total assets Long-term...

  • Page 18
    ... businesses Total revenue Cost and expenses Cost of sales Research and development Selling, general and administrative Restructuring and other special charges Operating income (loss) Investment income, interest expense and other expense, net Income (loss) before income taxes Provision for (benefit...

  • Page 19
    ... a greater volume of professional services, largely to support and implement automated networked storage solutions. Additionally, the increases were due to a growth in maintenance revenues associated with a greater number of both software and hardware maintenance contracts. Total information storage...

  • Page 20
    ...impaired capitalized software. The gross margin percentage for 2002 was favorably impacted by $61.6, or 1.5%, resulting from a partial reduction of the 2001 provision for excess and obsolete inventory. The benefit resulted primarily from the sale of previously identified obsolete inventory for which...

  • Page 21
    ... reduce our cost structure. As a result of the program, we incurred restructuring and other special charges of $140.9. The restructuring charges consisted of $44.5 for employee termination benefits, $58.0 to consolidate excess facilities, $21.5 related to the impairment of long-lived assets and $16...

  • Page 22
    ... or were based in Europe, Latin America and the Asia Pacific region. The workforce reduction resulted in a pre-tax charge of $44.5 for termination benefits. As a result of labor laws in certain foreign countries in which we operate, the amount of termination benefits for employees in such countries...

  • Page 23
    ... employees across all business functions and geographic regions. As of June 30, 2002, all identified personnel had been terminated. The adjustment to the provision for workforce reduction in 2002 was primarily attributable to the finalization of severance payments associated with reductions in force...

  • Page 24
    ... reflected within cost of sales in our statement of operations. Reduction in Cost of Sales 2002 Category Beginning Balance Inventory Scrapped and Charged Against the Reserve Inventory Sold Favorable Vendor Settlements Ending Balance Excess and obsolete EMC owned inventory $ Excess and obsolete...

  • Page 25
    ... the actual operating results for the year, the composition of the income (loss) in different countries and adjustments, if any, for the potential tax consequences, benefits or resolutions of tax audits. Financial Condition Cash and cash equivalents and short and long-term investments were $5,685...

  • Page 26
    ... may require us to provide collateral to secure the outstanding balance. As of December 31, 2002, we were in compliance with the covenants. We lend certain fixed income securities to generate investment income. During 2002, we entered into various agreements to loan fixed income securities generally...

  • Page 27
    ... notes payable and the current portion of long-term obligations, consist primarily of $151.9 of obligations associated with the Data General pension and post-retirement medical and life insurance plans. The purchase orders are for manufacturing and nonmanufacturing related goods and services. While...

  • Page 28
    ... that the parties had entered into agreements whereby they agreed (i) to settle all pending patent infringement claims between EMC, Hitachi and HICAM, (ii) to cross-license their respective patents and (iii) to a framework for exchanging technology in the form of storage-related APIs. In accordance...

  • Page 29
    ... medical and life insurance benefits for retired former Data General employees. The plan's assets are invested primarily in common stock, bonds and cash equivalent securities. The market related value of the plan's assets is equal to the assets' fair value. The expected long-term rate of return...

  • Page 30
    ... application of the appropriate accounting principle to our revenue is dependent upon the specific transaction and whether the sale or lease includes systems, software and services or a combination of these items. As our business evolves, the mix of products and services sold will impact the timing...

  • Page 31
    ...'s commitment to a plan. FAS No. 146 adjusts the timing of when a liability for termination benefits is to be recognized based upon whether the employee is required to render future service. A liability for costs to terminate an operating lease or other contract before the end of its term is to be...

  • Page 32
    ... basis, keep pace with rapid industry, technological or market changes or effectively manage the transitions to new products or new technologies could have a material adverse effect on our business, results of operations or financial condition. The markets we serve are highly competitive, and we...

  • Page 33
    ... software and services businesses, we may face new competitive challenges. We may have difficulty managing operations. In October 2002, we announced a restructuring program to further reduce our cost structure. The restructuring program included a reduction in force of approximately 1,500 employees...

  • Page 34
    ... of products. Our business may suffer if we are unable to retain or attract key personnel. Our business depends to a significant extent on the continued service of senior management and other key employees, the development of additional management personnel and the hiring of new qualified employees...

  • Page 35
    ... results. In addition to our direct 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...

  • Page 36
    ..., including changes in foreign currency exchange rates, changes in a specific country's or region's political or economic conditions, trade restrictions, import or export licensing requirements, the overlap of different tax structures or changes in international tax laws, changes in regulatory...

  • Page 37
    ... of new products, services or technological innovations by us or our competitors quarterly variations in our operating results changes in revenue or earnings estimates by the investment community speculation in the press or investment community In addition, our stock price is affected by general...

  • Page 38
    ... losses. The instruments we hold are not leveraged and are not held for trading or speculative purposes. We employ a variance/covariance model to calculate value-at-risk for our combined foreign exchange position. This model assumes that the relationships among market rates and prices that have been...

  • Page 39
    ... and trade and notes receivable. We place our temporary cash investments and short and long-term investments in investment grade instruments and limit the amount of investment in any one issuer. The credit risk associated with accounts and notes receivables is minimal due to the large number of...

  • Page 40
    Table of Contents ITE 8: M FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA EMC CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE COVERED BY REPORT OF INDEPENDENT ACCOUNTANTS Report of Independent Accountants Consolidated Balance Sheets at December 31, 2002 and 2001 ...

  • Page 41
    ... ACCOUNTANTS To the Stockholders and the Board of Directors of EMC Corporation: In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of EMC Corporation and its subsidiaries (the "Company") at...

  • Page 42
    ...equivalents Short-term investments Accounts and notes receivable, less allowance for doubtful accounts of $50,551 and $36,169 Inventories Deferred income taxes Other current assets Total current assets Long-term investments Property, plant and equipment, net Intangible and other assets, net Goodwill...

  • Page 43
    ... Research and development Selling, general and administrative Restructuring and other special charges Operating income (loss) Investment income Interest expense Other expense, net Income (loss) before taxes Income tax provision (benefit) Net income (loss) Net income (loss) per weighted average share...

  • Page 44
    ... Inventories Other assets Accounts payable Accrued expenses Income taxes payable Deferred revenue Other liabilities Net cash provided by operating activities Cash flows from investing activities: Additions to property, plant and equipment Proceeds from sales of property, plant and equipment...

  • Page 45
    - Distribution of net assets in McData Corporation dividend The accompanying notes are an integral part of the consolidated financial statements. 41 - 234,152 -

  • Page 46
    ... stock option and stock purchase plans Tax benefit from stock options exercised Purchase of treasury stock Amortization of deferred compensation Reversal of deferred compensation due to employee terminations Change in market value of investments Change in market value of derivatives Minimum pension...

  • Page 47
    Table of Contents EMC CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) For the Year Ended December 31, 2002 2001 2000 Net income (loss) Other comprehensive income (loss), net of taxes (benefit): Foreign currency translation adjustments, net of taxes (benefit) of ...

  • Page 48
    ... Policies Company EMC Corporation and its subsidiaries ("EMC") design, manufacture, market and support a wide range of networked storage platforms, software and related services. EMC products and services are designed to enable organizations of all types and sizes to manage, protect and share...

  • Page 49
    ... installation, training, software warranty and maintenance, hardware maintenance and professional services. • Shipping terms EMC sales contracts generally provide for the customer to accept title and risk of loss when the product leaves EMC's facility. When shipping terms or local laws do not...

  • Page 50
    ... derivatives designated as cash flow hedges is recognized in current earnings, which represented an immaterial amount for the fiscal years presented. The ineffective portion of the derivatives consists of option premiums, discounts or premiums on forward contracts and gains or losses associated with...

  • Page 51
    ... average cost method. Securities Lending EMC lends fixed income securities generally on an overnight basis to generate investment income. Under its securities lending agreements, EMC receives collateral equal to 102% of the fair market value of the loaned securities. The collateral is generally cash...

  • Page 52
    ... average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options and, for a portion of 2000, convertible debt. Retirement/Post Employment Benefits Net pension cost for EMC's domestic defined benefit pension plan...

  • Page 53
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) on Tariff and Trade Bureau (GATT) additional minimum funding requirements. Net pension cost for EMC's international defined benefit pension plans are generally funded as accrued. Net post-retirement benefit ...

  • Page 54
    ...'s commitment to a plan. FAS No. 146 adjusts the timing of when a liability for termination benefits is to be recognized based upon whether the employee is required to render future service. A liability for costs to terminate an operating lease or other contract before the end of its term is to be...

  • Page 55
    ... used on reported results. As provided for in FAS No. 123, EMC has elected to apply APB No. 25 "Accounting for Stock Issued to Employees" and related interpretations in accounting for its stock-based compensation plans. APB No. 25 does not require options to be expensed when granted with an exercise...

  • Page 56
    ... outstanding common stock of CrosStor Software, Inc., a software company, in exchange for approximately 3,495,000 shares of Common Stock. EMC accounted for this acquisition under the pooling-of-interests method. CrosStor's historical operations were not material to EMC's consolidated operations and...

  • Page 57
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Combinations" and FAS No. 38, "Accounting for Preacquisition Contingencies of Purchased Enterprises." FAS No. 142 supercedes APB Opinion No. 17, "Intangible Assets." These new statements require use of the ...

  • Page 58
    ... of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Intangible assets as of December 31, 2002 and December 31, 2001 consist of (table in thousands): December 31, 2002 December 31, 2001 Purchased technology Accumulated amortization $ 117,852 (66,960) 50,892 61...

  • Page 59
    ... amount exceeded the present value of their estimated discounted future cash flows. The goodwill impairment charge included $22.4 million in the information storage products segment and $4.3 million in the information storage services segment. The other intangible assets impairment charge consisted...

  • Page 60
    ... and the Asia Pacific region. The workforce reduction resulted in a pre-tax charge of $44.5 million for termination benefits. As a result of labor laws in certain foreign countries in which EMC operates, the amount of termination benefits for employees in such countries was not determinable as of...

  • Page 61
    ...provide any economic benefit to EMC. These contractual obligations include marketing agreements, equipment leases, maintenance agreements and component part purchase obligations. Additionally, as a result of our restructuring activities, EMC has certain pending employment-related claims. As a result...

  • Page 62
    ... payments associated with reductions in force in certain foreign jurisdictions. The adjustment to the provision for other contractual obligations in 2002 resulted from favorable settlements. The adjustment to the provision for the workforce reduction in 2001 primarily related to voluntary employee...

  • Page 63
    ... (tables in thousands). The activity is reflected within cost of sales in the statement of operations. Reduction in Cost of Sales 2002 Category Beginning Balance Inventory Scrapped and Charged Against the Reserve Inventory Sold Favorable Vendor Settlements Ending Balance Excess and obsolete EMC...

  • Page 64
    ...programs for each of the three years ended December 31, is as follows (table in thousands): Beginning balance Current year utilization Ending balance 2002 Workforce reduction... EMC was not required to make any lease payments in 2002 because it sublet the leased facility at a rate equal to its rental ...

  • Page 65
    ... for cash and cash equivalents, accounts and notes receivable, current portion of longterm debt and accounts and notes payable approximate fair value due to the short maturities of these instruments. Investments The following tables summarize the composition of EMC's available for sale short and...

  • Page 66
    ... Inventories consist of (table in thousands): December 31, 2002 December 31, 2001 Purchased parts Work-in-process Finished goods $ 9,560 347,395 80,850 437,805 $ 28,508 396,304 159,173 583,985 $ $ G. Notes Receivable Notes receivable are primarily from sales-type leases of EMC's products...

  • Page 67
    ... cash collections may differ from amounts shown on the table due to early customer buyouts, trade-ins or refinancings. In addition, EMC may sell its notes receivable and underlying equipment associated with its sales-type leases to third parties. H. Property, Plant and Equipment Property, plant...

  • Page 68
    ... of tax audits. A reconciliation of EMC's income tax provision (benefit) to the statutory federal tax rate is as follows: 2002 2001 2000 Statutory federal tax rate State taxes (benefit), net of federal taxes (benefit) International related tax items Reduction of deferred tax assets due to...

  • Page 69
    .... K. Retirement Plans and Retiree Medical Benefits 401(k) Plan EMC has established a deferred compensation program for certain employees that is qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. At the end of each calendar quarter, EMC makes a cash contribution that...

  • Page 70
    ... cost is amortized over the average remaining service period of employees expected to receive benefits under the plan. Funds contributed to the plans are invested primarily in common stock, bonds and cash equivalent securities. EMC's investment policy provides that no security, except issues of the...

  • Page 71
    ... assets of the Pension Plans is as follows (table in thousands): December 31, 2002 December 31, 2001 Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Participant contributions Foreign exchange gain (loss) Benefits paid Settlement payments Fair value...

  • Page 72
    ..., provides certain medical and life insurance benefits for retired former Data General employees. With the exception of certain participants who retired prior to 1986, the medical benefit plan requires monthly contributions by retired participants in an amount equal to insured equivalent costs less...

  • Page 73
    ...total service and interest cost components for 2002 Effect on year-end post retirement obligation L. Commitments and Contingencies Operating Lease Commitments $ 9 135 $ 8 118 EMC leases office and warehouse facilities and equipment under various operating leases. Rent expense was $211.2 million...

  • Page 74
    ... former directors, officers and employees of the acquired company in accordance with the acquired company's by-laws and charter in effect immediately prior to the acquisition. In a substantial majority of instances, EMC has maintained the acquired company's directors' and officers' insurance, which...

  • Page 75
    ...") with the International Trade Commission ("ITC") and in the United States Federal District Court in Worcester, Massachusetts. The ITC complaint alleged that Hitachi had engaged in unlawful activities by importing into the United States products that infringed six EMC patents. EMC asked the ITC...

  • Page 76
    ... incidental to its business. Management does not expect the results of any of these actions to have a material adverse effect on EMC's business, results of operations or financial condition. M. Stockholders' Equity Common Stock Repurchase Program In May 2001, EMC's Board of Directors authorized the...

  • Page 77
    ...as the Board of Directors may determine, without further action by the stockholders of EMC. Stock Option Plans EMC has three stock option plans (the "1985 Plan", the "1993 Plan" and the "2001 Plan") that provide for the grant of incentive stock options and nonqualified stock options to key employees...

  • Page 78
    ... had authorized the grant of either incentive stock options or non-qualified stock options to employees and directors to purchase up to an aggregate of 7.5 million shares of Common Stock under certain stock option plans ("Data General Plans"). Discounts from fair market value have been recorded...

  • Page 79
    ... EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Activity under all stock option plans for the three years ended December 31, 2002 is as follows (shares in thousands): Number of Shares Wtd. Avg. Exercise Price Outstanding, January 1, 2000 Options relating to business...

  • Page 80
    ... any equity ownership interest in McDATA. N. Related Party Transactions EMC has retained a company owned by the brother and uncle of members of the EMC Board of Directors as a broker to provide various forms of corporate insurance. EMC paid such company approximately $0.6 million, $1.6 million and...

  • Page 81
    ...EMC operates in the following segments: information storage products, information storage services and other businesses. The following table presents the revenue components for information storage products (table in thousands): 2002 2001 2000 Information storage systems Information storage software...

  • Page 82
    ...of the operating segments. The revenues and gross profit attributable to these segments are included in the following table (table in thousands): Information Storage Products Information Storage Services Other Businesses Consolidated 2002 Revenues Gross profit Gross profit percentage 2001 Revenues...

  • Page 83
    ... country accounted for 10% or more of these assets at December 31, 2002, 2001 or 2000. Q. Selected Quarterly Financial Data (unaudited) Quarterly financial data for 2002 and 2001 is as follows (table in thousands, except per share amounts): Q1 2002 Q2 2002 Q3 2002 Q4 2002 2002 Net sales and service...

  • Page 84
    ... reference to the Proxy Statement. Also see "Executive Officers of the Registrant" in Part I of this Annual Report on Form 10-K. We have a code of ethics that applies to all of our employees and non-employee directors. This code satisfies the requirements set forth in Item 406 of Regulation S-K and...

  • Page 85
    Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND...services performed by PricewaterhouseCoopers LLP, our independent auditors, during the fourth quarter of 2002. These services relate to tax compliance, tax consulting, employee benefit plan compliance and other technical...

  • Page 86
    ... its behalf by the undersigned, thereunto duly authorized on March 18, 2003. EMC CORPORATION By: /s/ JOSEPH M. TUCCI Joseph M. Tucci President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons...

  • Page 87
    Table of Contents Signature Title /s/ WINDLE B. PRIEM Windle B. Priem /s/ ALFRED M. ZEIEN Alfred M. Zeien 83 Director Director

  • Page 88
    ...based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) b) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant...

  • Page 89
    ...based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) b) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant...

  • Page 90
    ... Form of Indemnification Agreement for directors and executive officers (filed herewith). EMC Corporation Business Conduct Guidelines (Code of Ethics) (filed herewith). Subsidiaries of Registrant (filed herewith). Consent of Independent Accountants (filed herewith). Certification of Chief Executive...

  • Page 91
    Table of Contents EMC CORPORATION AND SUBSIDIARIES SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at Allowance for Bad Debts Charged to Selling, General and Charged to Balance at Beginning Other End of Administrative of Period Expenses Accounts Bad Debts Write-offs Period ...

  • Page 92
    Table of Contents EMACM-10K-03

  • Page 93

  • Page 94
    Exhibit 10.7 INDEMNIFICATION AGREEMENT AGREEMENT, effective as of [DATE], between EMC Corporation, a Massachusetts corporation (the "Company"), and [NAME] (the "Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; ...

  • Page 95
    ... Indemnitee in form reasonably satisfactory to the Company to repay the Expense Advance if the Indemnitee shall be adjudicated not to be entitled to indemnification in accordance with the provisions of the Massachusetts Business Corporation Law and the By-Laws. 2. Liability for Other Expenses. The...

  • Page 96
    ...-Laws and this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. 5. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability...

  • Page 97
    ...under this Agreement shall be delivered by hand or sent by registered or certified mail, return receipt requested, or by overnight prepaid courier, or by facsimile (receipt confirmed) to: if to the Company: EMC Corporation 176 South Street Hopkinton, MA 01748 Attention: Office of the General Counsel...

  • Page 98
    the fullest extent permitted by law. 12. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts ...

  • Page 99
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. EMC CORPORATION By _____ Name: Title: _____ [Indemnitee] 6

  • Page 100

  • Page 101
    ... Dear Fellow Employees: Integrity is an essential EMC corporate value. Through the years, EMC employees have conducted themselves with integrity. EMC is committed to continuing that tradition, and we expect our employees and agents to share that commitment. We demonstrate integrity through ethical...

  • Page 102
    ...and civil and criminal penalties for you and EMC. DO NOT ENGAGE IN INSIDER TRADING As set forth in EMC's Insider Trading Policy, it is against the law and you are prohibited from buying or selling EMC securities if you are aware of "inside" information, that is, material non-public information about...

  • Page 103
    ...along any inside information to others, such as friends or relatives who may rely on that information to trade securities of EMC or such other company. In addition, you may not engage in any form of short selling, hedging, puts or calls or options trading in EMC stock. PROTECT EMC'S CONFIDENTIAL AND...

  • Page 104
    ... for personnel references or employment verifications, or other requests about current or former EMC employees. Requests for salary verification must be made in writing (mail or fax) to: DO NOT GIVE OR ACCEPT QUESTIONABLE GIFTS Human Resources 900-555-0170 Payroll Department (fax: 508-614-6769...

  • Page 105
    ...in any business or investment opportunity of which you learned through your position at EMC. You should direct any such opportunities to EMC by informing your manager. Do not associate EMC with, or indicate EMC support for, any civic, religious, political or professional association without approval...

  • Page 106
    ... You must comply with EMC's Signatory Authority Policy, which is part of EMC's Corporate Policies and Procedures. You may not enter into any contract or commit EMC resources unless you are authorized to do so under this policy. Any employee acting in violation of this policy shall have no authority...

  • Page 107
    ..., and the securities laws. It is therefore essential that you report all business transactions honestly, accurately and in compliance with all EMC policies and procedures. For example, all employees must provide truthful and accurate reports of expenses and time. All sales employees must provide...

  • Page 108
    ... EMC'S RECORD RETENTION POLICIES EMC's Records Management Program and other EMC policies and procedures are designed to ensure legal compliance, preservation of and access to important records, and reduction of costs associated with maintaining large volumes of unnecessary documents. They require...

  • Page 109
    ... directors or executive officers, and any waiver of or change to these Guidelines that applies to EMC's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions shall, in each case, be disclosed as required by law...

  • Page 110

  • Page 111
    ... Kong Delaware Delaware Ireland Israel Delaware New Zealand Italy Singapore South Africa Australia Australia Delaware Delaware Belgium The Netherlands Chile Israel Israel Switzerland Argentina Denmark Norway Austria The Netherlands China Turkey Brazil Delaware Hong Kong France Ireland Italy Malaysia...

  • Page 112
    ... GmbH EMC Europe Limited EMC Foreign Sales Corporation EMC Global Holdings Company EMC Hungary Trading and Servicing Ltd. EMC Information Systems N.V. EMC Information Systems Sweden AB EMC Information Systems (Thailand) Limited EMC International Holdings, Inc. EMC Investment Corporation EMC Japan...

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    ...OF INDEPENDENT ACCOUNTANTS We ...333-50108, 333-52362, 333-71848, 333-91342, and 333-100584) of EMC Corporation of our report dated January 20, 2003, except for the third to last...to which the date is March 11, 2003, relating to the consolidated financial statements and consolidated financial statement...

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    ...Joseph M. Tucci President and Chief Executive Officer March 18, 2003 (2) This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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    .... Executive Vice President and Chief Financial Officer March 18, 2003 (2) This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.