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EMC CORP (EMC)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 03/06/2006
Filed Period 12/31/2005

Table of contents

  • Page 1
    EMC CORP (EMC) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/06/2006 Filed Period 12/31/2005

  • Page 2
    ... ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x The aggregate market value of voting stock held by non-affiliates of the registrant was $32,941,372,445 based upon the closing price on the New York Stock Exchange on the last...

  • Page 3
    Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to the specified portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on May 4, 2006.

  • Page 4
    ... 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 Related Transactions Principal Accountant Fees and Services PART IV Exhibits, Financial Statement...

  • Page 5
    ..., e-mail and web hosting. We were incorporated in Massachusetts in 1979. Our corporate headquarters are located at 176 South Street, Hopkinton, Massachusetts. Products and Offerings Our principal segments comprise EMC information storage products, EMC multi-platform software, EMC services and...

  • Page 6
    ... Storage Products We offer the EMC Centera Content Addressed Storage system to meet the requirements of "fixed content." We define fixed content as information whose value lies in part in its unchanging nature, such as digital x-rays and other medical records, movies, check images and e-mail...

  • Page 7
    ..., utilizing tiered storage environments for ILM. Content management software, which includes the EMC Documentum family to help customers optimize business processes and create, manage, deliver and archive information, ranging from documents and discussions to e-mail, Web pages, images, XML, reports...

  • Page 8
    ..., which include a range of storage management services and onsite support services, to help customers optimize their IT environments to reduce risk, lower costs and speed time-to-business value. • Solutions, comprised of tested, proven and documented reference architectures and best practices for...

  • Page 9
    ... and to introduce new software products and services. Other Businesses Segment Following our acquisition of Data General Corporation in 1999, we sold AViiON server products. In 2001, we stopped selling such products; however, we continue to support AViiON servers. Markets and Distribution Channels...

  • Page 10
    ....5 million, respectively. We support our R&D efforts through state-of-the art development labs worldwide, including in Massachusetts, California, Maryland, North Carolina, Belgium, China, India, Ireland and Russia. Backlog We produce our systems and software on the basis of our forecast of near-term...

  • Page 11
    ... written 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. CEO Certification An annual CEO Certification was submitted by our CEO to the New York Stock Exchange (the "NYSE") on...

  • Page 12
    ... earnings. We purchase or license many sophisticated components and products from one or a limited number of qualified suppliers, including some of our competitors. These components and products include disk drives, high density memory components, power supplies and software developed and maintained...

  • Page 13
    ... and to leverage that advantage toward increased revenues and profits. Risks associated with the development and introduction of new products include delays in development and changes in data storage, networking virtualization, infrastructure management and operating system technologies which could...

  • Page 14
    ... stock exchange rules and regulations and in institutional shareholder voting guidelines on equity plans may result in additional requirements or limitations on our equity plans. As a result, we may change our compensation practices with respect to the number of shares and type of equity awards used...

  • Page 15
    ...FASB") promulgates new accounting principles that are applicable to us. In 2006, we will adopt Financial Accounting Standards ("FAS") No. 123R, "Share-Based Payment". This standard will require us to expense the fair value of stock options issued to employees in our basic financial statements. This...

  • Page 16
    ... or financial condition. Our business could be materially adversely affected as a result of the risks associated with alliances. We have alliances with leading information technology companies and we plan to continue our strategy of developing key alliances in order to expand our reach into markets...

  • Page 17
    ...or financial condition may be materially adversely affected or our stock price may decline. Our stock price is volatile. Our stock price, like that of other technology companies, is subject to significant volatility because of factors such as the announcement of acquisitions, new products, services...

  • Page 18
    ...and sales executive and administrative offices, R&D, customer service 280,400 and sales administrative offices, sales, customer service, R&D and 248,000 training Palo Alto, CA leased: VMware Pleasanton, CA leased: EMC multi-platform software Santa Clara, CA Other North American locations Asia...

  • Page 19
    ... and Services Executive Vice President, Chief Development Officer Executive Vice President and Chief Financial Officer Executive Vice President, Strategic Alliances and Global Accounts Senior Vice President and General Counsel Joseph M. Tucci has been the Chairman of the Board of Directors since...

  • Page 20
    ..., Captiva, Celerra, Centera, Connectrix, DatabaseXtender, Direct Matrix Architecture, DMX, Documentum, EMC ControlCenter, EMC Proven, EDM, EmailXtender, Insignia, LEGATO, NetWin, Open Replicator, Rainfinity, SRDF, Symmetrix and VMware are either registered trademarks or trademarks of EMC Corporation...

  • Page 21
    ... paid cash dividends on our common stock. While subject to periodic review, the current policy of our Board of Directors is to retain cash and investments primarily to provide funds for our future growth. Additionally, we use cash to repurchase our common stock. EQUITY COMPENSATION PLAN INFORMATION...

  • Page 22
    17

  • Page 23
    ... OF 2005 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs Period Total Number of Shares Purchased(1) Average Price Paid per Share October 1, 2005 - October...

  • Page 24
    ... Software Corporation ("Captiva") (see Note B to the financial statements). In 2004, EMC acquired all of the outstanding shares of VMware, Inc. ("VMware") (see Note B to the financial statements). In 2003, EMC acquired all of the outstanding shares of LEGATO Systems, Inc. ("LEGATO") and Documentum...

  • Page 25
    ...this MD&A are in millions, except per share amounts. Certain tables may not add due to rounding. INTRODUCTION Our financial objective is to achieve profitable growth. Management believes that by providing a combination of systems, software, services and solutions to meet customers' needs, we will be...

  • Page 26
    ... due to greater demand for both software and hardware maintenance contracts associated with increased sales of information storage products. Additionally, increased demand for professional services, largely to support and implement information lifecycle management-based solutions, contributed to the...

  • Page 27
    ... of revenue Gross margins: EMC information storage products EMC multi-platform software EMC services VMware Other businesses Total gross margin Operating expenses: Research and development Selling, general and administrative Restructuring and other special charges Total operating expenses Operating...

  • Page 28
    22

  • Page 29
    ... research and development on new product offerings and enhancements to our software and information storage systems. The increase in R&D expenses in 2005 compared to 2004 and 2004 compared to 2003 was primarily attributable to the incremental R&D efforts resulting from the acquisitions of Legato...

  • Page 30
    ... terminated. Management plans to re-allocate the headcount from the fourth quarter charge to other areas of the business to enhance research and development activities and sales. The restructuring programs impacted the EMC information storage products, EMC multi-platform software, EMC services and...

  • Page 31
    ...workforce reduction impacted approximately 200 employees across our major business functions and all our major geographic regions. The 2003 restructuring program impacted the EMC information storage products, EMC multi-platform software and EMC services segments. The expected cash impact of the 2003...

  • Page 32
    ...other special charges. If customer demand for products change or we acquire complementary products, we may be required to write down the value of assets. Additionally, changes in our business model or market conditions could cause goodwill or other assets to be impaired. Investment Income Investment...

  • Page 33
    ...acquisitions of LEGATO and Documentum in 2003, VMware in 2004, Smarts, Rainfinity and Captiva in 2005 and general growth of the business accounted for the headcount increases as well as for the higher sales volume. Greater levels of component purchases to meet customer demand for information storage...

  • Page 34
    ...fees or minimum restocking charges based on the nature of the product or service. Guarantees and Indemnification Obligations EMC's subsidiaries have entered into arrangements with financial institutions for such institutions to provide guarantees for rent, taxes, insurance, leases, performance bonds...

  • Page 35
    ... certain medical and life insurance benefits for retired former Data General employees. The plan's assets are invested in common stocks, bonds and cash. The market related value of the plan's assets is equal to the assets' fair value. The expected long-term rate of return on the plan's assets...

  • Page 36
    ... curve analyses include only bonds rated Aa or higher from a reputable rating agency. A 25 basis point change in the discount rate has a minimal impact on the expense. Critical Accounting Policies Our consolidated financial statements are based on the selection and application of generally accepted...

  • Page 37
    ... under our employee stock purchase plan will be expensed based upon the fair market value of the stock option. The statement also changes the reporting of tax-related amounts within the statement of cash flows. The gross amount of windfall tax benefits resulting from stock-based compensation will be...

  • Page 38
    ... related to sales denominated in the Euro, the Brazil real, the Japanese yen and the British pound. Additionally, we have exposure to emerging market economies, particularly in Latin America and South East Asia. We use foreign currency forward and option contracts to manage the risk of exchange rate...

  • Page 39
    ... financial institutions of reputable credit and therefore bear minimal credit risk. We place our cash and cash equivalents and short and long-term investments primarily in investment grade instruments and limit the amount of investment with any one issuer. We purchased bank loans with credit ratings...

  • Page 40
    Table of Contents ITEM 8: FINANCIAL STATEMENTS AND 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 ...

  • Page 41
    ... financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting...

  • Page 42
    ... of EMC Corporation's 2005 and 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2005, and an audit of its 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United...

  • Page 43
    Table of Contents EMC CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) December 31, 2005 2004 ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts and notes receivable, less allowance for doubtful accounts of $38,126 and $39,901 ...

  • Page 44
    ...22 0.22 2,211,544 2,237,656 Costs and expenses: Cost of product sales Cost of services Research and development Selling, general and administrative Restructuring and other special charges Operating income Investment income Interest expense Other expense, net Income before taxes Income tax provision...

  • Page 45
    ... employees Dividends and interest received Interest paid Income taxes (paid) refunded Net cash provided by operating activities Cash flows from investing activities: Additions to property, plant and equipment Capitalized software development costs Purchases of short and long-term available for sale...

  • Page 46
    - Issuance of common stock and stock options exchanged in business combinations $ 77,645 $ 73,351 $ 3,109,899 The accompanying notes are an integral part of the consolidated financial statements. 39

  • Page 47
    ... due to employee terminations Change in market value of investments Change in market value of derivatives Translation adjustment Net income Balance, December 31, 2004 Stock issued through stock option and stock purchase plans Tax benefit from stock options exercised Compensation charge for...

  • Page 48
    ...Equity adjustment for minimum pension liability, net of taxes of $0, $0 and $53,880 Changes in market value of investments, including unrealized gains and losses and reclassification adjustments to net income, net of taxes (benefit... are an integral part of the consolidated financial statements. 41

  • Page 49
    ... and Celerra systems, Centera systems and Connectrix systems. Revenue for hardware is generally recognized upon shipment. • Software sales Software sales consist of the sale of software application programs. Our software products provide customers with resource management, backup and archiving...

  • Page 50
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • Services revenue Services revenue consists of installation services, professional services, software maintenance, hardware maintenance and training. Installation and professional services are not considered ...

  • Page 51
    ... offsetting changes in fair value attributed to the hedged risk during the period that the hedge is designated. Further, an assessment of effectiveness is required whenever financial statements or earnings are reported. Absent meeting these criteria, changes in fair value are recognized currently...

  • Page 52
    ... FINANCIAL STATEMENTS We also hold strategic equity investments. Strategic equity investments in publicly traded companies are classified as available for sale when there are no restrictions on our ability to liquidate such securities. These investments are also carried at their market value...

  • Page 53
    ... financial institutions of reputable credit and therefore bear minimal credit risk. We place our cash and cash equivalents and short and long-term investments primarily in investment grade instruments and limit the amount of investment with any one issuer. We purchased bank loans with credit ratings...

  • Page 54
    ...FAS No. 123, "Accounting for Stock-Based Compensation" defined a fair value method of accounting for stock options and other equity instruments. Under the fair value method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period...

  • Page 55
    ... under our employee stock purchase plan will be expensed based upon the fair market value of the stock option. The statement also changes the reporting of tax related amounts within the statement of cash flows. The gross amount of windfall tax benefits resulting from stock-based compensation will be...

  • Page 56
    ....9 million of cash, $36.2 million in fair value of our stock options and $5.4 million of transaction costs, which primarily consisted of financial advisory, legal and accounting services. The fair value of our stock options issued to employees was estimated using a Black-Scholes option-pricing model...

  • Page 57
    ... of cash, $37.4 million in fair value of our stock options and $3.5 million of transaction costs, which primarily consisted of fees paid for financial advisory, legal and accounting services. The fair value of our stock options issued to employees was estimated using a Black-Scholes option-pricing...

  • Page 58
    ... of cash, $72.0 million in fair value of our stock options and $1.7 million of transaction costs, which primarily consisted of fees paid for financial advisory, legal and accounting services. The fair value of our stock options issued to employees was estimated using a Black-Scholes option-pricing...

  • Page 59
    ... used to discount the net cash flows to their present values was based upon a weighted average cost of capital of 14%. The discount rate was determined after consideration of market rates of return on debt and equity capital, the weighted average return on invested capital and the risk associated...

  • Page 60
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Acquisition of LEGATO Systems, Inc. In October 2003, we acquired all of the shares of outstanding common stock of LEGATO. LEGATO developed, marketed and supported software products and services for information protection ...

  • Page 61
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In connection with the Documentum acquisition, we commenced integration activities which have resulted in involuntary terminations and lease terminations. The following summarizes the obligations recognized in connection ...

  • Page 62
    54

  • Page 63
    ... (tables in thousands): Year Ended December 31, 2005 EMC Information Storage Products EMC MultiPlatform Software EMC Services VMware Other Businesses Total Balance, beginning of the year Goodwill acquired Tax deduction from exercise of stock options Finalization of purchase price allocations...

  • Page 64
    ... 80 employees have been terminated. Management plans to re-allocate the headcount from the fourth quarter charge to other areas of the business to enhance R&D activities and sales. The restructuring programs impacted the EMC information storage products, EMC multi-platform software, EMC services and...

  • Page 65
    ...of the LEGATO acquisition, we recognized an impairment charge of $10.5 million for a duplicative EMC software project. The impairment charge was equal to the amount by which the asset's carrying amount exceeded its fair value, measured as the present value of its estimated discounted cash flows. The...

  • Page 66
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The expected cash impact of the 2003 restructuring program is $22.3 million of which $3.9 million was paid in 2003, $13.3 million was paid in 2004, and $4.6 million was paid in 2005. The remainder is expected to be paid in...

  • Page 67
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2001 Restructuring Program In 2001, we implemented a restructuring program to reduce our cost structure. The activity for the 2001 restructuring program... program impacted the EMC information storage products, EMC services ...

  • Page 68
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Restructuring Programs During 1999, we recorded a charge of $223.6 million relating to restructuring, merger and other special charges primarily associated with our acquisition of Data General. In 1998, we recorded a...

  • Page 69
    60

  • Page 70
    ... million. The fair value is based upon the trading price of the debt. Investments The following tables summarize the composition of our available for sale, short and long-term investments, at December 31, 2005 and 2004 (tables in thousands). Fair value was determined based upon quoted market prices...

  • Page 71
    ... 31, 2005 and 2004, respectively. Gross unrealized losses on these investments were $40.0 million and $38.5 million at December 31, 2005 and 2004, respectively. Gross realized gains on these investments were $4.9 million, $18.4 million and $48.1 million in 2005, 2004 and 2003, respectively. 61

  • Page 72
    ...considered the financial condition and near-term prospects of the issuers, the magnitude of the losses compared to the investments' cost, the length of time the investments have been in an unrealized loss position and our ability to hold the investment to maturity. The following table summarizes our...

  • Page 73
    ...-held companies Strategic investments in privately-held companies $ 7,700 $ 24,524 7,599 $ N/A 4,097 $ 20,297 5,213 N/A Gross unrealized gains on these investments were $0.6 million and $1.1 million at December 31, 2005 and 2004, respectively. Gross unrealized losses on these investments were...

  • Page 74
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS G. Inventories Inventories consist of (table in thousands): December 31, 2005 December 31, 2004 Purchased parts Work-in-process Finished goods $ 56,803 491,474 176,474 724,751 $ 46,823 349,788 117,454 514,065 $ $ ...

  • Page 75
    ... initial warranty, we may sell additional maintenance contracts to our customers. Revenue from these additional maintenance contracts is deferred and recognized ratably over the service period. The following represents the activity in our warranty accrual for our standard product warranty (table in...

  • Page 76
    The American Jobs Creation Act of 2004 (the "AJCA") created a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85% dividends received deduction for certain dividends from controlled 64

  • Page 77
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS foreign corporations. In October 2005, our Chief Executive Officer and Board of Directors approved a domestic reinvestment plan to repatriate approximately $3.0 billion in foreign earnings; such repatriation resulted in a ...

  • Page 78
    ... $781.4 million, $632.0 million and $343.9 million, respectively. L. Retirement Plans and Retiree Medical Benefits 401(k) Plan We have established a deferred compensation program for certain employees that is qualified under Section 401(k) of the Code. EMC will match pretax employee contributions up...

  • Page 79
    ... EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The components of the change in benefit obligation of the Pension Plans are as follows (table in thousands): December 31, 2005 December 31, 2004 Benefit obligation, beginning of year Interest cost Foreign exchange loss Benefits paid...

  • Page 80
    Net periodic benefit cost (credit) $ (3,406) $ (3,236) $ 1,745 67

  • Page 81
    ...be paid in the following years (table in thousands): 2006 2007 2008 2009 2010 Years 2011 - 2015 Post Retirement Medical and Life Insurance Plan Our post retirement benefit plan, which was assumed in connection with the acquisition of Data General, provides certain medical and life insurance benefits...

  • Page 82
    ... 2005 December 31, 2004 December 31, 2003 Discount rate Expected long-term rate of return on plan assets Rate of compensation increase 5.7% 8.25% N/A 5.7% 8.25% N/A 6.1% 8.25% N/A The weighted-average assumptions used in the plan to determine net benefit cost for the years ended December 31 are...

  • Page 83
    Discount rate Expected long-term rate of return on plan assets Rate of compensation increase 69 5.7% 8.25% N/A 6.1% 8.25% N/A 6.5% 8.25% N/A

  • Page 84
    ... Effect on year-end post retirement obligation $ 7 $ 140 (7) (131) The expected long-term rate of return on plan assets considers the current level of expected returns on risk free investments (primarily government bonds), the historical level of the risk premium associated with the other asset...

  • Page 85
    70

  • Page 86
    ...rent, taxes, insurance, leases, performance bonds, bid bonds and customs duties aggregating $61.9 million as of December 31, 2005. The guarantees vary in length of time. In connection with these arrangements, we have agreed to guarantee substantially all of the guarantees provided by these financial...

  • Page 87
    ...or financial condition. N. Stockholders' Equity Common Stock Repurchase Program Our Board of Directors has authorized the repurchase of up to 300.0 million shares of our common stock. The purchased shares will be available for various corporate purposes, including our stock option and employee stock...

  • Page 88
    ... action by our shareholders. Equity Plans The EMC Corporation 2003 Stock Plan (the "2003 Plan") provides for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units. The exercise price for a stock option shall not be less than 100% of the fair market value

  • Page 89
    73

  • Page 90
    ... the Exchange Act, not less than par value which is $.01 per share, and in the case of employees subject to Section 16, not less than 50% of the fair market value on the date of grant. In the event that non-qualified stock options are granted under the 1993 Plan or the 2001 Plan, the exercise price...

  • Page 91
    Table of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Activity under all stock option plans for the three years ended December 31, 2005 is as follows (shares in thousands): Number of Shares Wtd. Avg. Exercise Price Outstanding, January 1, 2003 Options granted relating to ...

  • Page 92
    75

  • Page 93
    ... of our Board of Directors is a general partner in a limited partnership that was a stockholder of such company. Proceeds to the limited partnership as a result of this acquisition were approximately $2.7 million. EMC is a large global organization which engages in thousands of purchase, sales and...

  • Page 94
    ... FINANCIAL STATEMENTS The EMC information storage products segment includes systems revenues and platform-based storage software revenues. The EMC multi-platform software segment includes multi-platform based storage and management software, software maintenance services and professional services...

  • Page 95
    77

  • Page 96
    ... of Contents EMC CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS R. Selected Quarterly Financial Data (unaudited) Quarterly financial data for 2005 and 2004 is as follows (tables in thousands, except per share amounts): Q1 2005 Q2 2005 Q3 2005 Q4 2005 2005 Revenues Gross profit Net income...

  • Page 97
    ... our internal control over financial reporting. ITEM 9B. None. PART III ITEM 10. AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS We will furnish to the SEC a definitive Proxy Statement not later than 120 days after the close of the fiscal year ended December 31, 2005. Certain information required...

  • Page 98
    Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) 1. Financial Statements 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. ...

  • Page 99
    ... by the undersigned, thereunto duly authorized on March 6, 2006. EMC CORPORATION By: /S/ JOSEPH M. TUCCI Joseph M. Tucci Chairman, 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 on...

  • Page 100
    ... EMC Corporation 2001 Stock Option Plan, as amended. (2) EMC Corporation 2003 Stock Plan, as amended. (4) EMC Corporation Executive Deferred Compensation Retirement Plan, as amended. (2) EMC Corporation Executive Incentive Bonus Plan. (5) Form of Severance Agreement for the Named Executive Officers...

  • Page 101
    Table of Contents EMC CORPORATION AND SUBSIDIARIES SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (in thousands) Allowance for Bad Debts Charged to Selling, General and Administrative Expenses Description Year ended December 31, 2005 allowance for doubtful accounts Year ended December 31, 2004 ...

  • Page 102
    ...name of corporation: EMC Corporation Registered office address: 176 South Street, Hopkinton, MA 01748 (number, street, city or town, state, zip code) Date adopted: February 10, 2006 (month, day, year) Approved by: (check appropriate box) x OR ¨ (5) the directors without shareholder approval and...

  • Page 103
    ...of shares and par value, * if any, of each class of stock that the corporation is authorized to issue. All corporations must authorize stock. If only one class or series is authorized, it is not necessary to specify any particular designation. WITHOUT PAR VALUE WITH PAR VALUE TYPE NUMBER OF SHARES...

  • Page 104
    ... certified that these restated articles of organization consolidate all amendments into a single document. If a new amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, provisions for implementing that action are set forth in these restated articles...

  • Page 105
    ... of the net assets of the Company. Preferred Stock The shares of Series Preferred Stock may be issued from time to time in one or more series. The directors may determine, in whole or in part, the preferences, voting powers, qualifications and special or relative rights or privileges, if...

  • Page 106
    ... any corporate purpose, and what amounts, if any, shall be declared as dividends. Unless the board of directors otherwise specifies, the excess of the consideration for any share of its capital stock with par value issued by it over such par value shall be paid-in surplus. The board of directors may...

  • Page 107
    ... have the power to fix from time to time their compensation. No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer or shareholder of this corporation, individually, or any individual having any interest in any concern which...

  • Page 108
    ...the directors or officers of this corporation. To the extent permitted by law, the authorizing or ratifying vote of the holders of a majority of the shares of each class of the capital stock of this corporation outstanding and entitled to vote for directors at any annual meeting or a special meeting...

  • Page 109
    ... Section 13(b) (1 1/2) or any successor provision of the Massachusetts Business Corporation Law, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good...

  • Page 110
    ...amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof. C M TO BE FILLED IN BY CORPORATION Contact Information: Susan I. Permut EMC Corporation 176 South Street, Hopkinton, MA 01748 Telephone: (508) 435-1000 Email: [email protected]...

  • Page 111
    ...the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF EMC Corporation transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are...

  • Page 112
    /s/ President and Chief Executive Officer EMC CORPORATION 1979 MASSACHUSETTS COUNTERSIGNED AND REGISTERED: EquiServe Trust Company, N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE American Bank Note Company

  • Page 113
    ...(Minor) For value received, _____ hereby sell, assign and transfer under PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE. shares of the capital stock represented by the within certificate and do...

  • Page 114
    ...Merger Corporation Dantz Development (UK), Limited. Data General Argentina S.A. Data General BVI, Ltd. Data General do Brasil Ltda. Data General Gesellschaft m.b.H. Data General Hong Kong Limited Data General International, Inc. Datagen, Inc. Documentum Canada Company Documentum Canada Holdings, Inc...

  • Page 115
    ...Corporation General Risk Insurance Company Ltd. Hankook EMC Computer Systems Chusik Hoesa Information Systems EMC Greece S.A. Legato Global, Inc. Legato Software Systems Pte Ltd Legato Systems (Canada) Company Legato Systems de Mexico S de RL de CV Legato Systems do Brasil Ltda Legato Systems Europe...

  • Page 116
    ... Management Arts (UK) Limited Tenth Mounpro Pty Limited VMware Global, Inc. VMware International VMware International Limited VMware K.K. VMware Singapore Pte. Ltd. VMware, Inc. Woodland Street Partners, Inc. * 95% owned by EMC Corporation Australia United Kingdom Hong Kong Sweden Japan Germany...

  • Page 117
    ...131058) of EMC Corporation of our report dated March 2, 2006 relating to the financial statements, financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears...

  • Page 118
    ... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; The Registrant's other certifying officer and...

  • Page 119
    ... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; The Registrant's other certifying officer and...

  • Page 120
    ...Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company...

  • Page 121
    ...Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company...