10-K 1 d10k.htm FORM 10-K Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-9853

 

 

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)

Registrant’s telephone number, including area code: (508) 435-1000

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

x

  

Accelerated filer

 

¨

Non-accelerated filer

 

¨  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

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 $37,468,687,129 based upon the closing price on the New York Stock Exchange on the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2010).

The number of shares of the registrant’s Common Stock, par value $.01 per share, outstanding as of January 31, 2011 was 2,068,593,886.

DOCUMENTS INCORPORATED BY REFERENCE

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, 2011.

 

 

 


Table of Contents

EMC CORPORATION

 

         Page No.
  PART I   
ITEM 1.  

Business

   3  
ITEM 1A.  

Risk Factors

   10
ITEM 1B.  

Unresolved Staff Comments

   18
ITEM 2.  

Properties

   19
ITEM 3.  

Legal Proceedings

   19
ITEM 4.  

Reserved

   19
  PART II   
ITEM 5.  

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   22
ITEM 6.  

Selected Consolidated Financial Data

   23
ITEM 7.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   24
ITEM 7A.  

Quantitative and Qualitative Disclosures About Market Risk

   39
ITEM 8.  

Financial Statements and Supplementary Data

   41
ITEM 9.  

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

   91
ITEM 9A.  

Controls and Procedures

   91
ITEM 9B.  

Other Information

   92
  PART III   
ITEM 10.  

Directors, Executive Officers and Corporate Governance

   94
ITEM 11.  

Executive Compensation

   94
ITEM 12.  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   94
ITEM 13.  

Certain Relationships and Related Transactions, and Director Independence

   94
ITEM 14.  

Principal Accountant Fees and Services

   94
  PART IV   
ITEM 15.  

Exhibits and Financial Statement Schedules

   95
Signatures    96

 

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FACTORS THAT MAY AFFECT FUTURE RESULTS

 

This Annual Report on Form 10-K contains forward-looking statements, within the meaning of the Federal securities laws, about our business and prospects. The forward-looking statements do not include the potential impact of any mergers, acquisitions, divestitures, securities offerings or business combinations that may be announced or closed after the date hereof. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “plans,” “intends,” “expects,” “goals” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including, but not limited to, those described in Item 1A of Part I (Risk Factors). The forward-looking statements speak only as of the date of this Annual Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements contained herein after the date of this Annual Report.

 

PART I

 

ITEM 1. BUSINESS

General

Throughout this report, we refer to EMC Corporation, together with its subsidiaries, as “EMC”, “we”, “us”, or “the Company.”

EMC develops, delivers and supports the Information Technology (“IT”) industry’s broadest range of information infrastructure and virtual infrastructure technologies, solutions and services. The combination of our products and services is the foundation that enables the information and applications all organizations depend on to be effective, agile and successful. EMC’s mission is to lead people and organizations on a safe and swift journey from traditional data center infrastructure to the next generation of IT: cloud computing, also known as IT-as-a-Service. Cloud computing offers a dramatically more efficient and effective computing model that helps transform IT from a cost center to a value driver. We support a broad range of customers around the world, in every major industry, in the public and private sectors, and of every size ranging from the Fortune Global 500 to small- and medium-sized businesses and individual consumers.

We conduct our business globally and manage it in two broad categories. EMC Information Infrastructure provides a foundation for organizations to store, manage, protect, analyze and secure their vast and ever-increasing quantities of information, improve business agility, lower cost of ownership and enhance their competitive advantage within traditional data centers, virtual data centers and cloud-based IT infrastructures. VMware Virtual Infrastructure, which is represented 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 Computing Strategy and Offerings

The platform for change in the IT industry has arrived with the biggest opportunity residing at the intersection of trusted cloud computing, enterprise data and “Big Data.” Equipped with the strongest, most distinctive product and services portfolio and strategic partners in company history, EMC is well positioned to lead this transformational shift. Our cloud computing strategy supports all types of customers including global businesses, governments, large enterprise customers, commercial businesses and individual consumers. Facing excessive IT complexity and relentlessly-growing information, many organizations have had to spend roughly two-thirds of their IT budgets on maintaining their infrastructure and applications, and only about one-third of their IT budgets on advances that can make them more competitive. By enabling IT to be delivered as a cost-effective service, cloud computing helps organizations alter this ratio, allowing more of an enterprise’s focus and investment to be directed toward innovation. CIO surveys consistently show more and more companies want to gain the economics, flexibility, security and compliance that a cloud infrastructure can provide.

Cloud architectures break the ties between the user’s applications and the need for the user’s organizations to maintain physical servers and storage systems on which they run. Instead, applications tap into aggregated resources – from server to network to storage – when needed and, thus, achieve shared efficiency and agility. This cloud model is made possible by the advent of server virtualization and sophisticated automation technologies. Cloud infrastructure can be implemented as a private cloud (internal IT resources controlled and managed by the IT organization), public cloud (IT resources shared by multiple clients) or hybrid cloud (a combination of private cloud and public cloud where resources move between the IT-owned data center and a trusted service provider). EMC’s vision is to be the undisputed leader in enabling hybrid cloud computing through infrastructure and application transformation.

 

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Organizations’ cloud infrastructure requirements are as varied as the companies themselves. This is why it is so important for their cloud infrastructure vendor to have a broad and deep range of products and services. As each organization determines the benefit of migrating to a cloud infrastructure, EMC can meet their needs through every phase from initial assessment to design, delivery and implementation. We are well positioned to provide fully-virtualized, next-generation architectures enabling complete control over data and applications and faster and higher return on investment – from strategy to technology and a complete ecosystem of partners, systems integrators and service providers.

Products and Offerings

Whether organizations are expanding their traditional data centers, embracing a virtual data center or broader cloud computing and IT-as-a-Service models, EMC’s extensive portfolio of information infrastructure and virtual infrastructure technologies, products and services provide the highest levels of efficiency, choice and control.

EMC Information Infrastructure Products and Offerings

EMC’s Information Infrastructure products, solutions and services help organizations store, manage, protect, analyze, secure and maximize the value of their vast and ever-increasing quantities of information in a more agile, trusted and cost-efficient way. EMC’s technology expertise and broad set of high-performance and high-availability data storage, protection, security, information management and intelligence, and data computing systems, software and services help organizations capture and manage information to improve business agility, lower cost of ownership and enhance their competitive advantage within traditional data centers, virtual data centers and cloud-based IT infrastructures. Our Information Infrastructure portfolio comprises three segments – Information Storage, RSA Information Security and Information Intelligence Group.

Information Storage Segment

EMC offers the industry’s most comprehensive portfolio of enterprise storage systems and software – scaling from entry-level to datacenter-class systems – supporting organizations’ information storage, back-up and recovery, and management strategies. As the foundation of an information infrastructure within traditional data centers, virtual data centers and cloud-based IT infrastructures, EMC storage systems can be deployed in storage area networks (SAN), networked attached storage (NAS), unified storage combining NAS and SAN, object storage, content addressed storage and/or direct attached storage environments.

In 2010, EMC introduced groundbreaking enterprise storage innovations, features and capabilities that help customers build and optimize virtualized data centers that deliver new levels of efficiency, control and choice for customers. All of EMC storage arrays are standardized on the latest Intel processor technology, designed to consume less energy than alternative solutions and optimized for virtual environments. Through deep knowledge of VMware technology, EMC now has more than 70 different integration points between EMC and VMware products. This is a key competitive differentiator for EMC in helping customers realize the full potential of cloud computing and IT-as-a-Service.

EMC entered 2011 with a brand new unified storage platform – the EMC VNX family – offering breakthrough simplicity, efficiency, affordability and power. The VNX family consolidates the industry-leading features and functionality of EMC CLARiiON and EMC Celerra into a single, powerful family of unified storage arrays that scale from entry-level to datacenter-class systems. The VNXe series is designed specifically for small- and medium-sized businesses, department level storage solutions for enterprise, and remote or branch offices, combining breakthrough simplicity with advanced performance, availability and efficiency benefits. EMC continues to lead the market with new technologies that simplify and efficiently manage enterprise storage arrays, 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, which collectively offer the most powerful automated storage tiering for performance optimization and dramatic cost efficiencies to customers of all sizes. EMC also introduced new levels of midrange storage efficiency and simplicity with EMC Unisphere, a new management interface for EMC CLARiiON, EMC Celerra and the new EMC VNX family.

In 2010, EMC also introduced EMC VPLEX, a new storage platform that will enable organizations to move thousands of virtual machines and petabytes of information non-disruptively over thousands of miles, schedule daily batch processes in locations with lower energy costs, easily shift IT operations away from regional disasters and dynamically balance workloads as the business day progresses around the globe.

Central to its mission to help organizations migrate to next-generation disk-based backup and recovery systems, in 2010, EMC further strengthened its fast-growing Backup Recovery Systems Division, which houses its EMC NetWorker and EMC Disk

 

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Library products, as well as its two industry-leading data deduplication product lines: EMC Avamar deduplication backup software and EMC Data Domain deduplication storage systems. During 2010, EMC’s focus was on both the integration of the company’s backup and recovery products with each other and massively scaling these solutions to help organizations stay ahead of explosive 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 replication capabilities and the ability to protect virtual machines and virtualized server environments, EMC’s disk-based backup and recovery products provide a critical function for both existing IT environments and cloud-based computing initiatives.

In 2010, EMC positioned itself as a leading player in “big data” clouds and self-service analytics. The company completed its acquisition of data warehousing and business analytics pioneer Greenplum, Inc., formed the new EMC Data Computing Products Division and introduced the new EMC Greenplum Data Computing Appliance (DCA). Additionally in 2010, EMC completed the acquisition of Isilon Systems, Inc., a leader in the fast-growing “scale-out” network attached storage market segment.

“Big Data” refers to data that due to its scale, distribution or location in separate silos, or need for timely access requires organizations to employ new IT architectures to capture, store, integrate and rapidly analyze it in order to realize business value. Big Data differs from the transactional and small file data and applications that have traditionally characterized organization’s data centers. It tends to be more sequential, less transactional and bigger, generally measured in petabytes versus terabytes. The new architectures it necessitates are supported by new tools, processes and procedures that enable organizations to create, manipulate and manage these very large data sets and the storage environments that house them.

With investments that EMC has made through the acquisitions of Greenplum and Isilon, as well as the EMC Atmos cloud infrastructure platform, the company is squarely positioned to help organizations meet petabyte-scale big data and self-service analytics requirements in their traditional data centers and cloud infrastructure environments – and unlock the value inherent in massive amounts of data.

EMC Global Services

EMC Global Services provides the strategic guidance and technology expertise organizations need to address their business and information infrastructure challenges, derive maximum value from their information assets and investments and help speed their transition to cloud computing. With more than 14,000 professional- and support-service experts worldwide, plus a global network of alliances and partners, EMC Global Services leverages proven methodologies, industry best practices, experience and a knowledge base derived from EMC’s broad practices to help organizations reduce risk, lower costs and speed time-to-value. End-to-end services capabilities address the full spectrum of customer needs across the information lifecycle: strategize, advise, design, implement, manage and support in physical, virtual and cloud computing environments. Among the offerings provided by EMC Global Services are consulting services, technology deployment, managed services, customer support services and training and certification.

In 2010, EMC introduced a number of new services that aid and speed organizations’ transition to virtual infrastructure and cloud infrastructures, including data center optimization, virtual desktop deployment, converged networks and cloud and virtualization training and certification. The comprehensive approach EMC takes to address the application, infrastructure and IT governance issues that impact execution of a cloud strategy is reflected in the broad portfolio of end-to-end services that enable organizations to accelerate enterprise-scale virtualization. The new services, encompassing consulting, technology integration, resident and education services offerings, are critical to helping organizations address the challenges they face when planning, implementing and scaling their cloud environment, including challenges related to backup and recovery, business continuity, disaster recovery, management and the transition of tier 1 applications to the virtual infrastructure.

RSA Information Security Segment

RSA, The Security Division of EMC, delivers products, packaged solutions and services designed to safeguard the integrity and confidentiality of information throughout its lifecycle, no matter where it moves, who accesses it or how it is used. RSA offers solutions in identity assurance and access control, data loss prevention, encryption and key management, enterprise governance, risk and compliance, security information management and fraud protection. These technologies enable organizations to discover, classify and place appropriate controls around their data, secure access to the data both inside and outside the network as well as across physical, virtual or cloud infrastructures, and monitor and enforce these measures to prove compliance with security policies and regulations.

In 2010, RSA expanded its capabilities and solution offerings through the acquisition of Archer Technologies, LLC, a provider of the Archer enterprise governance, risk and compliance (eGRC) software platform. RSA also introduced new versions

 

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of many of its products, including the RSA Data Loss Prevention (DLP) 8.0 Suite, while also combining the Archer eGRC platform with the RSA security portfolio to bring new solutions to market including the RSA Solution for Cloud Security and Compliance and the RSA CyberCrime Intelligence Service. RSA also expanded its professional service capabilities as the RSA Security Practice of EMC Consulting, delivering design expertise and implementation services in the areas of compliance, virtualization and private cloud, fraud mitigation, identity assurance and security operations. Additionally, RSA announced expanded development, technology integration and interoperability with VMware vShield, VMware View, VMware vCloud Director and VMware vCenter Configuration Manager. RSA also integrated its RSA BSAFE encryption technology with smart grid energy metering devices from integrated energy management solutions provider Landis&Gyr and announced a strategic partnership with VeriFone, a global leader in secure electronic payment solutions, to market their end-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 to help organizations get maximum leverage from their information. This segment consists of three key product areas: Information Governance, Documentum xCP and Information Access. Information Governance products help organizations reduce operational costs, simplify e-discovery and mitigate risks. This includes EMC SourceOne for archiving, e-discovery and visibility across multiple content types such as e-mail, SharePoint and files; and Documentum Records Management for record retention and management of physical, e-mail and electronic documents across multiple systems. Documentum xCP is a platform for case management solutions that provides fully-integrated technologies, development and deployment tools as well as application accelerators enabling organizations to build intelligent case-based applications substantially faster, at a much lower cost and with fewer resources. xCP can be used across industries such as in insurance for claims management and policy management; in healthcare for virtual patient records and claims processing; in financial services for loan operations, dispute resolution and wealth management; and in the public sector for grants management, unemployment benefits and welfare services. Information Access products, which consists of EMC Captiva, EMC Document Sciences, EMC My Documentum, EMC Documentum CenterStage, ApplicationXtender and EMC Documentum Web Experience Management, deliver intuitive methods of locating, sharing and managing all types of information so they are available to the right people according to their preferred user experience.

VMware Virtual and Cloud Infrastructure Products and Offerings

VMware is the leading provider of virtualization and cloud infrastructure solutions. Its virtualization solutions represent a pioneering approach to computing that separates application software from the underlying hardware to achieve significant improvements in efficiency, availability, flexibility and manageability. VMware’s broad and proven suite of virtualization solutions provides cloud infrastructure designed to optimize data centers; a cloud application platform that provides scalable application development for efficient use of hybrid (public and private) cloud-based resources; end-user computing solutions designed to provide consistent user interface across a variety of desktop and mobile computing platforms; and IT business management products designed to automate management of virtual, physical and cloud environments.

VMware’s solutions enable organizations to aggregate multiple servers, storage infrastructure and networks together into shared pools of capacity that can be allocated dynamically, securely and reliably to applications as needed, increasing hardware utilization and reducing spending per unit of information processed. Since introducing its first virtualization platform, VMware has expanded its product offerings to address distributed and heterogeneous infrastructure challenges such as planned and unplanned downtime management, system recoverability and reliability, backup and recovery, resource provisioning and management, capacity and performance management, security, and virtual desktop management.

In 2010, VMware released updates to several of its products, including its flagship cloud infrastructure product – vSphere 4.1, and its desktop virtualization product, VMware View 4.5. VMware also released new management products, such as vCloud Director, which provides self-service access to logical pools of compute, network and storage resources with policy driven controls and its vFabric Cloud Application Platform which includes open source application frameworks, application run-time and data management solutions, and monitoring solutions for enterprise applications and infrastructure. In 2010, VMware acquired Zimbra, an enterprise-class, open source e-mail, calendar and collaboration platform designed to simplify IT with more efficient administration and flexible deployment options while boosting end-user productivity on any device or desktop. VMware also acquired products and expertise from EMC’s Ionix IT management business.

 

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Markets and Distribution Channels

Markets

EMC provides information storage, back-up and protection, management, security, information intelligence, data computing and virtualization technologies, services and solutions to support customers’ traditional data centers, virtual data centers and cloud-based IT infrastructures. We target organizations around the world, in every industry, in the public and private sectors, and of every size ranging from the Fortune Global 500 to small- and medium-sized businesses and individual consumers.

Distribution Channels

We market our products through direct sales and through multiple distribution channels. We have a direct sales presence throughout North America, Latin America, Europe, the Middle East, South Africa and the Asia Pacific region. We also have agreements in place with many distributors, systems integrators, resellers and original equipment manufacturers (“OEMs”). These agreements, subject to certain terms and conditions, enable these companies to market and resell certain EMC systems, software and related services.

Additionally, VMware has developed a multi-channel distribution model to expand its presence and reach various segments of the industry. VMware derives a significant majority of its revenues from its large indirect sales channel that includes distributors, resellers, x86 system vendors and systems integrators.

Technology Alliances

We have technology alliances with leading software, networking and services companies and service providers. We intend to continue to form additional alliances. Our strategy is to 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 (“VCE”). VCE, or the virtual computing environment company, formed by Cisco and EMC with investments from VMware and Intel, represents an unprecedented level of collaboration in development, services and partner enablement by four established market and technology leaders. VCE accelerates the adoption of converged infrastructure and cloud-based computing models that significantly reduce the cost of IT while improving time to market for our customers. VCE, through Vblock platforms, delivers the industry’s first completely integrated IT offering that combines best-of-breed network, compute, storage, management, security and virtualization technologies with end-to-end vendor accountability. VCE’s prepackaged solutions cover horizontal applications, such as unified communications and analytics; vertical industry offerings, such as electronic health record management and HIPAA compliance; and application development environments for deployments, such as virtual desktop infrastructure (VDI) and SAP, allowing organizations to focus on business innovation instead of integrating, validating and managing IT infrastructure.

VCE provides the fastest, most efficient and effective path to pervasive virtualization and cloud computing, available to organizations through a large and growing network of value added resellers, systems integrators and service provider partners. To date, more than 100 partners in 29 countries are selling Vblock to a growing, diverse global customer base. VCE continues to innovate with the goal of providing market-leading simplicity, flexibility and efficiency.

VCE made several announcements in 2010 with key partners, including ACS, CSC, Lockheed Martin, SingTel and SunGard, that demonstrate global market momentum. VCE, through solution partners, also demonstrated Vblock value beyond infrastructure to include support for mission critical applications such as SAP and Microsoft Exchange. In 2010, VCE demonstrated significant momentum for the Vblock platform with its GA announcement of Vblock Powered Solutions for VMware View and Vblock Powered Solutions for SAP as well as fully supported and certified end-to-end Fibre Channel over Ethernet capabilities for Vblock.

In addition, in 2010, EMC also expanded its partner ecosystem in international markets, strengthening existing relationships and forging new ones with global and regional technology and solutions providers. EMC delivered significant technology integration and new EMC Proven solutions and best practices for Brocade, Microsoft, Oracle and VMware to help accelerate customers’ journey to the private, public or hybrid cloud. Additionally, EMC made a significant announcement with Orange Business Services to provide technology for its new cloud computing services offering.

Finally, VMware works closely with more than 1,700 technology partners, including leading server, microprocessor, storage, networking and software vendors as well as service providers.

 

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Manufacturing and Quality

We conduct operations utilizing a formal, documented quality management system to ensure that our products as well as services satisfy customer needs and expectations. The quality management system also provides the framework for continual improvement of our processes and products. This system is certified to the ISO 9001 International Standard. Several additional ISO 9001 certifications are maintained for sales and service operations worldwide. We have also implemented Lean Six Sigma methodologies to ensure that the quality of our designs, manufacturing, test processes and supplier relationships are continually improved. Our storage systems’ manufacturing and test facilities in Massachusetts, North Carolina and Ireland are certified to the ISO 14001 International Standard for environmental management systems. EMC’s Franklin, Massachusetts, Apex, North Carolina and Cork, Ireland manufacturing facilities have achieved OHSAS 18001 certification, an international standard for facilities with world-class safety and health management systems. We also maintain Support Center Practices certification for our primary customer support centers. These internationally-recognized endorsements of ongoing quality and environmental management are among the highest levels of certifications available.

We maintain a robust Supplier Code of Conduct, actively manage recycling processes for our returned products, have won an Environmental Steward Award and are also certified by the Environmental Protection Agency as a Smartway Transport 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 established by us. Our software products are designed, developed and tested primarily at our facilities in the United States and abroad. The products are tested to meet our quality standards.

Raw Materials

We purchase many sophisticated components and products from one or a limited number of qualified suppliers, including some of our competitors. Our products utilize industry-standard and semi-custom components and subsystems. Among the most important components that we use are disk drives, high density memory components, microcontrollers and power supplies. While such components are generally available, we have experienced delivery delays from time to time because of high industry demand or the inability of some vendors to consistently meet our quality or delivery requirements.

Research and Development

We continually enhance our existing products and develop new products to meet changing customer requirements. In 2010, 2009 and 2008, our research and development (“R&D”) expenses totaled $1,888.0 million, $1,627.5 million and $1,721.3 million, respectively. We support our R&D efforts through state-of-the-art development labs worldwide. See Item 2, Properties.

Backlog

We produce our products on the basis of our forecast of near-term demand and maintain inventory in advance of receipt of firm orders from customers. We configure to customer specifications and generally deliver products shortly after receipt of the order. Service engagements are also included in certain orders. Customers generally may reschedule or cancel orders with little or no penalty. We believe that our backlog at any particular time is not meaningful because it is not necessarily indicative of future sales levels.

Competition

We compete with many companies in the markets we serve, including companies that offer a broad spectrum of IT products and services and others that offer specific information storage, protection, security, management and intelligence or server virtualization products or services. We believe that most of these companies compete based on their market presence, products, service or price. Some of these companies also compete by offering information storage, information governance, security or virtualization-related products or services, together with other IT products or services, at minimal or no additional cost in order to preserve or gain market share.

We believe that we have a number of competitive advantages over these companies, including product, distribution and service. We believe the advantages in our products include quality, breadth of offerings, performance, functionality, scalability, availability, interoperability, connectivity, time-to-market enhancements and total value of ownership. We believe our advantages in distribution include the world’s largest information infrastructure-focused direct sales force and a broad network of channel partners. We believe our advantages in service include our ability to provide our customers with a full range of expertise before, during and after their purchase of solutions from us or other vendors.

 

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Seasonality

We generally experience the lowest demand for our products and services in the first quarter of the year and the greatest demand for our products and services in the last quarter of the year, which is consistent with the seasonality of the IT industry as a whole.

Intellectual Property

We generally rely on patent, copyright, trademark and trade secret laws and contract rights to establish and maintain our proprietary rights in our technology and products. While our intellectual property rights are important to our success, we believe that our business as a whole is not materially dependent on any particular patent, trademark, license or other intellectual property right.

We have been granted or own by assignment approximately 2,600 patents issued by, and have approximately 1,350 patent applications pending with, the U.S. Patent and Trademark Office, as well as a corresponding number of international patents and patent applications. While the durations of our patents vary, we believe that the durations of our patents are adequate relative to the expected lives of our products.

We have used, registered or applied to register certain trademarks and copyrights in the United States and in other countries. We also license certain technology from third parties for use in our products and processes and license some of our technologies to third parties.

Employees

As of December 31, 2010, we had approximately 48,500 employees worldwide, of which approximately 9,000 were employed by or working on behalf of VMware. None of our domestic employees is represented by a labor union, and we have never suffered an interruption of business as a result of a labor dispute. We consider our relations with our employees to be good.

Financial Information About Segments, Foreign and Domestic Operations and Export Sales

EMC operates its business in two broad 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: two in Massachusetts, which manufacture storage products and security products for the North American markets, two in Ireland, which manufacture storage products and security products for markets outside of North America, and one in North Carolina, which manufactures storage products for worldwide markets. We also utilize contract manufacturers throughout the world to manufacture or assemble our Data Domain, Iomega and, in limited amounts, other information infrastructure products. See Note R to the Consolidated Financial Statements for information about revenues by segment and geographic area.

Sustainability

We recognize that the long-term success of our business depends on an economically vital, inclusive and educated society as well as on a healthy environment. Therefore, we strive to make decisions and operate our business in a sustainable way. Our priorities include improving our performance and collaborating with industry peers, governments, and non-governmental organizations to advance energy, climate change and material use and waste priorities; providing technologies and services to address some of the world’s challenges, such as energy, healthcare and delivery of government services; upholding the protection of human rights and investing in furthering education, innovation and inclusion for our employees and in communities around the world; and supporting EMC’s continued financial success and increasing shareholder value through our approach to corporate sustainability, commitment to good corporate governance and by maintaining customer and community trust.

We focus our environmental sustainability efforts on optimizing our operations and supply chain, transforming our customers’ information infrastructures to be more efficient, leveraging a culture of innovation and accountability, and collaborating with our peers to drive standards and metrics. Our top environmental priorities are energy and climate change, material and waste, and water. We have set global targets to reduce our greenhouse gas (GHG) emissions and are collaborating with our suppliers to find opportunities for efficiencies in their operations. We recognize the opportunity through the application of IT to reduce global GHG emissions and are designing all future enterprise and midrange storage systems with highly efficient power supplies and delivering capabilities to our customers that enable them to run their IT infrastructures more efficiently. In 2010, we conducted our first multi-stakeholder forum to broaden and deepen our dialogue with external stakeholders with interests in EMC’s environmental performance.

 

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We are continuously striving to reduce material use in our products and operations, recycle what cannot be reused, and handle any waste with integrity and responsibility for the environment and human health. We are working with our suppliers and industry peers to identify substitutes for materials that can damage ecological and human health. We have eliminated the use of leaded solder in our products and we are actively working to reduce the use of hazardous substances such as brominated flame retardants and polyvinyl chlorides in our products.

Although we have a relatively small water footprint, with our primary usage in general building operations such as drinking, cooling, and sanitation, we have taken a conscientious approach to conserving this important resource. In our owned and operated facilities, we minimize water use and control wastewater streams, and our manufacturing facilities produce no industrial wastewater.

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are made available free of charge on or through our website at www.emc.com as soon as reasonably practicable after such reports are filed with, or furnished to, the Securities and Exchange Commission (the SEC). The SEC also maintains a website, www.sec.gov, that contains reports and other information regarding issuers that file electronically with the SEC. Copies of our (i) Corporate Governance Guidelines, (ii) charters for the Audit Committee, Leadership and Compensation Committee, Corporate Governance and Nominating Committee, Mergers and Acquisitions Committee and Finance Committee and (iii) Business Conduct Guidelines (code of business conduct and ethics) are available at www.emc.com/about/governance. Copies will be provided to any shareholder upon request. Please go to www.emc.com/ir to submit an electronic request, or send a 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.

 

ITEM 1A. RISK FACTORS

The risk factors that appear below could materially affect our business, financial condition and results of operations. The risks and uncertainties described below are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies.

Our business could be materially adversely affected as a result of general economic and market conditions.

We are subject to the effects of general global economic and market conditions. If these conditions remain challenging or deteriorate, our business, results of operations or financial condition could be materially adversely affected. Possible consequences from uncertainty or further deterioration due to the recent global macroeconomic downturn on our business, including insolvency of key suppliers resulting in product delays, inability of customers to obtain credit to finance purchases of our products, customer insolvencies, increased risk that customers may delay payments, fail to pay or default on credit extended to them, and counterparty failures negatively impacting our treasury operations, could have a material adverse effect on our results of operations or financial condition.

Our business could be materially adversely affected as a result of a lessening demand in the information technology market.

Our revenue and profitability depend on the overall demand for our products and services. Delays or reductions in IT spending, domestically or internationally, could materially adversely affect demand for our products and services which could result in decreased revenues or earnings.

Our customers operate in a variety of markets. Any adverse effects to such markets could materially adversely affect demand for our products and services which could result in decreased revenues or earnings.

Competitive pricing, sales volume, mix and component costs could materially adversely affect our revenues, gross margins and earnings.

Our gross margins are impacted by a variety of factors, including competitive pricing, component and product design costs as well as the volume and relative mixture of product and services revenues. Increased component costs, increased pricing pressures, the relative and varying rates of increases or decreases in component costs and product price, changes in product and services revenue mixture or decreased volume could have a material adverse effect on our revenues, gross margins or earnings.

The costs of third-party components comprise a significant portion of our product costs. While we generally have been able to manage our component and product design costs, we may have difficulty managing such costs if supplies of certain components

 

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become limited or component prices increase. Any such limitation could result in an increase in our component costs. An increase in component or design costs relative to our product prices could have a material adverse effect on our gross margins and earnings. Moreover, certain competitors may have advantages due to vertical integration of their supply chain, which may include disk drives, microprocessors, memory components and servers.

The markets in which we do business are highly competitive, and we may encounter aggressive price competition for all of our products and services from numerous companies globally. There also has been and may continue to be a willingness on the part of certain competitors to reduce prices or provide information infrastructure and virtual infrastructure products or services, together with other IT products or services, at minimal or no additional cost in order to preserve or gain market share. Such price competition may result in pressure on our product and service prices, and reductions in product and service prices may have a material adverse effect on our revenues, gross margins and earnings.

If our suppliers are not able to meet our requirements, we could have decreased revenues and 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 by third parties. We have experienced delivery delays from time to time because of high industry demand or the inability of some vendors to consistently meet our quality or delivery requirements. Current or future social and environmental regulations or critical issues, such as those relating to the sourcing of conflict minerals from the Democratic Republic of the Congo or the need to eliminate environmentally sensitive materials from our products, could restrict the supply of resources used in production or increase our costs. If any of our suppliers were to cancel or materially change contracts or commitments with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, be unable to develop or sell certain products cost-effectively or on a timely basis, if at all, and have significantly decreased quarterly revenues and earnings, which would have a material adverse effect on our business, results of operations and financial condition. Additionally, we periodically transition our product line to incorporate new technologies. The importance of transitioning our customers smoothly to new technologies, along with our historically uneven pattern of quarterly sales, intensifies the risk that the failure of a supplier to meet our quality or delivery requirements will have a material adverse impact on our revenues and earnings. An economic crisis may also negatively affect our suppliers’ solvency, which could, in turn, result in product delays or otherwise materially adversely affect our business, results of operations or financial condition.

Our financial performance may be impacted by the financial performance of VMware.

Because we consolidate VMware’s financial results in our results of operations, our financial performance will be impacted by the financial performance of VMware. VMware’s financial performance may be affected by a number of factors, including, but not limited to:

 

   

general economic conditions in their domestic and international markets and the effect that these conditions have on VMware’s customers’ capital budgets and the availability 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 purchasing decisions;

   

VMware’s ability to compete with existing or increased competition;

   

the timing of recognizing revenues in any given quarter, which, as a result of software revenue recognition policies, can be affected by a number of factors, including product announcements and beta programs;

   

the sale of VMware’s products in the timeframes anticipated, including the number and size of orders in each quarter;

   

VMware’s ability to develop, introduce and ship in a timely manner new products and product enhancements that meet customer demand, certification requirements and technical requirements;

   

the timing of the announcement or release of upgrades or new products by VMware or by its competitors;

   

VMware’s ability to maintain scalable internal systems for reporting, order processing, license fulfillment, product delivery, purchasing, billing and general accounting, among other functions;

   

VMware’s ability to control costs, including its operating expenses;

   

changes to VMware’s effective tax rate;

   

the increasing scale of VMware’s business and its effect on VMware’s ability to maintain historical rates of growth;

   

VMware’s ability to attract and retain highly skilled employees, particularly those with relevant experience in software development and sales;

   

VMware’s ability to conform to emerging industry standards and to technological developments by its competitors and customers;

 

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renewal rates for enterprise license agreements, or ELA’s, as original ELA terms expire;

   

the timing and amount of capitalized software development costs beginning when technological feasibility has been established and ending when the product is available for general release;

   

unplanned events that could affect market perception of the quality or cost-effectiveness of VMware’s products and solutions; and

   

the recoverability of benefits from goodwill and intangible assets and the potential impairment of these assets.

Our stock price is volatile and may be affected by the trading price of VMware Class A common stock and/or speculation about the possibility of future actions we might take in connection with our VMware stock ownership.

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 or technological innovations by us or our competitors;

   

quarterly variations in our operating results;

   

changes in revenue or earnings estimates by the investment community; and

   

speculation in the press or investment community.

The trading price of our common stock has been and likely will continue to be affected by various factors related to VMware, including:

 

   

the trading price for VMware Class A common stock;

   

actions taken or statements made by us, VMware, or others concerning the potential separation of VMware from us, including by spin-off, split-off or sale; and

   

factors impacting the financial performance of VMware, including those discussed in the prior risk factor.

In addition, although we own a majority of VMware and consolidate their results, our stock price may not reflect our pro rata ownership interest of VMware.

We may be unable to keep pace with rapid industry, technological and market changes.

The markets in which we compete are characterized by rapid technological change, frequent new product introductions, evolving industry standards and changing needs of customers. There can be no assurance that our existing products will be properly positioned in the market or that we will be able to introduce new or enhanced products into the market on a timely basis, or at all. We spend a considerable amount of money on research and development and introduce new products from time to time. There can be no assurance that enhancements to existing products and solutions or new products and solutions will receive customer acceptance. As competition in the IT industry increases, it may become increasingly difficult for us to maintain a technological advantage and to leverage that advantage toward increased revenues and profits. In addition, there can be no assurance that our vision of enabling hybrid cloud computing through infrastructure and application transformation will be accepted or validated in the marketplace.

Risks associated with the development and introduction of new products include delays in development and 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 or demand accurately;

   

the inability to expand production capacity to meet demand for new products;

   

the impact of customers’ demand for new products on the products being replaced, thereby causing a decline in sales of existing products and an excessive, obsolete supply of inventory; and

   

delays in initial shipments of new products.

Further risks inherent in new product introductions include the uncertainty of price-performance relative to products of competitors, competitors’ responses to the introductions and the desire by customers to evaluate new products for extended periods of time. Our failure to introduce new or enhanced products on a timely 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 may be unable to compete effectively.

We compete with many companies in the markets we serve, certain of which offer a broad spectrum of IT products and services and others which offer specific information storage, protection, security, management, virtualization and intelligence

 

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products or services. Some of these companies (whether independently or by establishing alliances) may have substantially greater financial, marketing and technological resources, larger distribution capabilities, earlier access to customers and greater opportunity to address customers’ various IT requirements than us. In addition, as the IT industry consolidates, companies may improve their competitive position and ability to compete against us. We compete on the basis of our products’ features, performance and price as well as our services. Our failure to compete on any of these bases could affect demand for our products or services, which could have a material adverse effect on our business, results of operations or financial condition.

Companies may develop new technologies or products in advance of us or establish business models or technologies disruptive to us. Our business may be materially adversely affected by the announcement or introduction of new products, including hardware and software products and services by our competitors, and the implementation of effective marketing or sales strategies by our competitors. The material adverse effect to our business could include a decrease in demand for our products and services and an increase in the length of our sales cycle due to customers taking longer to compare products and services and to complete their purchases.

We may have difficulty managing operations.

Our future operating results will depend on our overall ability to manage operations, which includes, among other things:

 

   

retaining and hiring, as required, the appropriate number of qualified employees;

   

managing, protecting and enhancing, as appropriate, our infrastructure, including but not limited to, our information systems (and such systems’ ability to protect confidential information residing on the systems) and internal controls;

   

accurately forecasting revenues;

   

training our 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 capacity, real estate facilities and other assets; and

   

executing on our plans.

An unexpected decline in revenues without a corresponding and timely reduction in expenses or a failure to manage other aspects of our operations could have a material adverse effect on our business, results of operations or financial condition.

Our investment portfolio could experience a decline in market value which could adversely affect our financial results.

We held $5.4 billion in short- and long-term investments as of December 31, 2010. The investments are invested primarily in investment grade debt securities, and we limit the amount of investment with any one issuer. A further deterioration in the economy, including a tightening of credit markets, increased defaults by issuers, or significant volatility in interest rates, could cause the investments to decline in value or could impact the liquidity of the portfolio. If market conditions deteriorate significantly, our results of operations or financial condition could be materially adversely affected.

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. There can be no assurance that we will be successful in retaining existing personnel or recruiting new personnel. The loss of one or more key or other employees, our inability to attract additional qualified employees or the delay in hiring key personnel could have a material adverse effect on our business, results of operations or financial condition.

Our quarterly revenues and earnings could be materially adversely affected by uneven sales patterns and changing purchasing behaviors.

Our quarterly sales have historically reflected an uneven pattern in which a disproportionate percentage of a quarter’s total sales occur in the last month and weeks and days of each quarter. This pattern makes prediction of revenues, earnings and working capital for each financial period especially difficult and uncertain and increases the risk of unanticipated variations in quarterly results and financial condition. We believe this uneven sales pattern is a result of many factors including:

 

   

the relative dollar amount of our product and services offerings in relation to many of our customers’ budgets, resulting in long lead times for customers’ budgetary approval, which tends to be given late in a quarter;

 

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the tendency of customers to wait until late in a quarter to commit to purchase in the hope of obtaining more favorable pricing from one or more competitors seeking their business;

   

the fourth quarter influence of customers’ spending their remaining capital budget authorization prior to new budget constraints in the first nine months of the following year; and

   

seasonal influences.

Our uneven sales pattern also makes it extremely difficult to predict near-term demand and adjust manufacturing capacity or our supply chain accordingly. If predicted demand is substantially greater than orders, there will be excess inventory. Alternatively, if orders substantially exceed predicted demand, the ability to assemble, test and ship orders received in the last weeks and days of each quarter may be limited, which could materially adversely affect quarterly revenues and earnings.

In addition, our revenues in any quarter are substantially dependent on orders booked and shipped in that quarter and our backlog at any particular time is not necessarily indicative of future sales levels. This is because:

 

   

we assemble our products on the basis of our forecast of near-term demand and maintain inventory in advance of receipt of firm orders from customers;

   

we generally ship products shortly after receipt of the order; and

   

customers may generally reschedule or cancel orders with little or no penalty.

Loss of infrastructure, due to factors such as an information systems failure, loss of public utilities, natural disasters or extreme weather conditions, could impact our ability to ship products in a timely manner. Delays in product shipping or an unexpected decline in revenues without a corresponding and timely slowdown in expenses, could intensify the impact of these factors on our business, results of operations and financial condition.

In addition, unanticipated changes in our customers’ purchasing behaviors such as customers taking longer to negotiate and complete their purchases or making smaller, incremental purchases based on their current needs, also make the prediction of revenues, earnings and working capital for each financial period difficult and uncertain and increase the risk of unanticipated variations in our quarterly results and financial condition.

Risks associated with our distribution channels may materially adversely affect our financial 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 distribution channels. Our financial results could be materially adversely affected if our contracts with channel partners were terminated, if our relationship with channel partners were to deteriorate, if the financial condition of our channel partners were to weaken, if our channel partners were not able to timely and effectively implement their planned actions or if the level of demand for our channel partners’ products and services were to decrease. In addition, as our market opportunities change, we may have an increased reliance on channel partners, which may negatively impact our gross margins. There can be no assurance that we will be successful in maintaining or expanding these channels. If we are not successful, we may lose sales opportunities, customers and market share. Furthermore, the partial reliance on channel partners may materially reduce the visibility to our management of potential customers and demand for products and services, thereby making it more difficult to accurately forecast such demand. In addition, there can be no assurance that our channel partners will not develop, market or sell products or services or acquire other companies that develop, market or sell products or services in competition with us in the future.

In addition, as we focus on new market opportunities and additional customers through our various distribution channels, including small-to-medium sized businesses, we may be required to provide different levels of service and support than we typically provided in the past. We may have difficulty managing directly or indirectly through our channels these different service and support requirements and may be required to incur substantial costs to provide such services which may adversely affect our business, results of operations or financial condition.

Due to the global nature of our business, political, economic or regulatory changes or other factors in a specific country or region could impair our international operations, future revenue or financial condition.

A substantial portion of our revenues is derived from sales outside the United States including, increasingly, in rapid growth markets such as Brazil, Russia, India and China. In addition, a substantial portion of our products is manufactured outside of the United States. Accordingly, our future results could be materially adversely affected by a variety of factors relating to our operations outside the United States, including, among others, the following:

 

   

changes in foreign currency exchange rates;

 

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changes in a specific country’s or region’s economic conditions;

   

political or social unrest, such as recent developments in Egypt, where we have a research and development facility;

   

trade restrictions;

   

import or export licensing requirements;

   

the overlap of different tax structures or changes in international tax laws;

   

changes in regulatory requirements;

   

difficulties in staffing and managing international operations;

   

stringent privacy policies in some foreign countries;

   

compliance with a variety of foreign laws and regulations; and

   

longer payment cycles in certain countries.

Foreign operations, particularly in those countries with developing economies, are also subject to risks of violations of laws prohibiting improper payments and bribery, including the U.S. Foreign Corrupt Practices Act and similar regulations in foreign jurisdictions. Although we implement policies and procedures designed to ensure compliance with these laws, our employees, contractors and agents may take actions in violation of our policies. Any such violations, even if prohibited by our policies, could subject us to civil or criminal penalties or otherwise have an adverse effect on our business and reputation.

In addition, we hold a significant portion of our cash and investments in our international subsidiaries. Potential regulations could impact our ability 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 rate, we have utilized the “System for Transactions in Foreign Currency Securities” or SITME rate, which is the available market rate in the country to translate the foreign currency denominated balance sheet. Our operations in Venezuela include U.S. dollar-denominated assets and liabilities which we remeasure to Bolivars. The remeasurement may result in transaction gains or losses. We have used either the official exchange rate or the parallel exchange rate to remeasure these balances based upon the expected rate at which we believe the items will be settled. As a result of continued hyper-inflation in Venezuela, effective in 2010, we have modified the functional currency to be the U.S. dollar. As a result of this change, Bolivar-denominated transactions will be subject to exchange gains and losses that may impact our earnings. While we do not believe this change will have a material impact on our financial position, results of operations or cash flows, these items could be adversely affected if there is a significant change in exchange rates.

Security breaches could expose us to liability and our reputation and business could suffer.

We retain sensitive data, including intellectual property, books of record and personally identifiable information, in our secure data centers and on our networks. It is critical to our business strategy that our infrastructure remains secure and is perceived by customers and partners to be secure. Despite our security measures, our infrastructure may be vulnerable to attacks by hackers or other disruptive problems. Any such security breach may compromise information stored on our networks. Such an occurrence could negatively affect our reputation as a trusted provider of information infrastructure by adversely affecting the market’s perception of the security or reliability of our products or services.

Undetected problems in our products could directly impair our financial results.

If flaws in design, production, assembly or testing of our products (by us or our suppliers) were to occur, we could experience a rate of failure in our products that would result in substantial repair, replacement or service costs and potential damage to our reputation. Continued improvement in manufacturing capabilities, control of material and manufacturing quality and costs and product testing are critical factors in our future growth. There can be no assurance that our efforts to monitor, develop, modify and implement appropriate test and manufacturing processes for our products will be sufficient to permit us to avoid a rate of failure in our products that results in substantial delays in shipment, significant repair or replacement costs or potential damage to our reputation, any of which could have a material adverse effect on our business, results of operations 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. There can be no assurance that we will be successful in our ongoing strategic alliances or that we will be able to find further suitable business relationships as we develop new products and strategies. Any failure to continue or expand such relationships could have a material adverse effect on our business, results of operations or financial condition.

 

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There can be no assurance that companies with which we have strategic alliances, certain of which have substantially greater financial, marketing or technological resources than us, will not develop or market products in competition with us in the future, discontinue their alliances with us or form alliances with our competitors.

Our business may suffer if we cannot protect our intellectual property.

We generally rely upon patent, copyright, trademark and trade secret laws and contract rights in the United States and in other countries to establish and maintain our proprietary rights in our technology and products. However, there can be no assurance that any of our proprietary rights will not be challenged, invalidated or circumvented. In addition, the laws of certain countries do not protect our proprietary rights to the same extent as do the laws of the United States. Therefore, there can be no assurance that we will be able to adequately protect our proprietary technology against unauthorized third-party copying or use, which could adversely affect our competitive position. Further, there can be no assurance that we will be able to obtain licenses to any technology that we may require to conduct our business or that, if obtainable, such technology can be licensed at a reasonable cost.

From time to time, we receive notices from third parties claiming infringement by our products of third-party patent or other intellectual property rights. Responding to any such claim, regardless of its merit, could be time-consuming, result in costly litigation, divert management’s attention and resources and cause us to incur significant expenses. In the event there is a temporary or permanent injunction entered prohibiting us from marketing or selling certain of our products or a successful claim of infringement against us requiring us to pay royalties to a third party, and we fail to develop or license a substitute technology, our business, results of operations or financial condition could be materially adversely affected.

In addition, although we believe we have adequate security measures, if our network security is penetrated and our intellectual property or other sensitive data is misappropriated, we could suffer monetary and other losses and reputational harm, which could materially adversely affect our business, results of operations or financial condition.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including patent, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, there can be no assurance that the results of any of these actions will not have a material adverse effect on our business, results of operations or financial condition.

Issues arising during the upgrade of our enterprise resource planning system could affect our operating results and ability to manage our business effectively.

We are in the process of upgrading our enterprise resource planning, or ERP, computer system to enhance operating efficiencies and provide more effective management of our business operations. The upgrade, or our failure to implement the upgrade, could cause substantial business interruption that could adversely impact our operating results. We are investing significant financial and personnel resources into this project. However, there is no assurance that the design will meet our current and future business needs or that it will operate as designed. We are heavily dependent on such computer systems, and any significant failure or delay in the system upgrade, if encountered, could cause a substantial interruption to our business and additional expense which could result in an adverse impact on our operating results, cash flows and financial condition.

We may have exposure to additional income tax liabilities.

As a multinational corporation, we are subject to income taxes in both the United States and various foreign jurisdictions. Our domestic and international tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and the timing of recognizing revenues and expenses. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file and changes to tax laws. From time to time, we are subject to income tax audits. While we believe we have complied with all applicable income tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes. Should we be assessed with additional taxes, there could be a material adverse effect on our results of operations 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 deduct certain expenses attributable to offshore earnings, modifying the foreign tax credit rules and taxing currently certain transfers of intangibles offshore. In August 2010, President Obama signed into law H.R. 1586 (commonly known as the

 

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Education Jobs and Medicaid Assistance Act), which included several international tax provisions with minimal impact on the Company’s effective tax rate. Although the scope of future changes is unclear, revisions to the taxation of international income continue to be a topic of conversation for the Obama Administration and the U.S. Congress. As the enactment of some or all of these proposals could increase the Company’s effective tax rate and adversely affect our profitability, we will continue to monitor them.

During 2010, the IRS announced and finalized Schedule UTP, Uncertain Tax Positions Statement. This schedule is an annual disclosure of certain federal UTPs, ranked in order of magnitude. According to the IRS, the disclosure is to include “a concise description of the tax position, including a description of the relevant facts affecting the tax treatment of the position and information that reasonably can be expected to apprise the Service of the identity of the tax position.” As a result of this disclosure, the amount of taxes we would have to pay in the future could increase.

In December 2010, the President signed into law H.R. 4853, Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which included an extension of a number of expired tax provisions retroactively to 2010 and prospectively through 2011. Among the extended tax provisions was the research and development tax credit, which provides a significant reduction in our effective tax rate. The renewal of this credit beyond 2011 is uncertain.

Changes in regulations could materially adversely affect us.

Our business, results of operations or financial condition could be materially adversely affected if laws, regulations or standards relating to us or our products are newly implemented or changed. In addition, our compliance with existing regulations may have a material adverse impact on us. Under applicable federal securities laws, including the Sarbanes-Oxley Act of 2002, we are required to evaluate and determine the effectiveness of our internal control structure and 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 into law a comprehensive health care reform package. We cannot currently determine the impact that such legislation could have on our business, results of operations or financial condition.

Changes in generally accepted accounting principles may adversely affect us.

From time to time, the Financial Accounting Standards Board (“FASB”) promulgates new accounting principles that could have a material adverse impact on our results of operations or financial condition. The FASB is currently contemplating a number of new accounting pronouncements which, if approved, could materially change our reported results. Such changes could have a material adverse impact on our results of operations and financial position.

Our business could be materially adversely affected as a result of the risks associated with acquisitions and investments.

As part of our business strategy, we seek to acquire businesses that offer complementary products, services or technologies. These acquisitions are accompanied by the risks commonly encountered in an acquisition of a business, which may include, among other things:

 

   

the effect of the acquisition on our financial and strategic position and reputation;

   

the failure of an acquired business to further our strategies;

   

the failure of the acquisition to result in expected benefits, which may include benefits relating to enhanced revenues, technology, human resources, cost savings, operating efficiencies and other synergies;

   

the difficulty and cost of integrating the acquired business, including costs and delays in implementing common systems and procedures and costs and delays caused by communication difficulties or geographic distances between the two companies’ sites;

   

the assumption of liabilities of the acquired business, including litigation-related liability;

   

the potential impairment of acquired assets;

   

the lack of experience in new markets, products or technologies or the initial dependence on unfamiliar supply or distribution partners;

   

the diversion of our management’s attention from other business concerns;

   

the impairment of relationships with customers or suppliers of the acquired business or our customers or suppliers;

   

the potential loss of key employees of the acquired company; and

   

the potential incompatibility of business cultures.

These factors could have a material adverse effect on our business, results of operations or financial condition. To the extent that we issue shares of our common stock or other rights to purchase our common stock in connection with any future acquisition, existing shareholders may experience dilution. Additionally, regardless of the form of consideration issued, acquisitions could negatively impact our net income and our earnings per share.

 

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In addition to the risks commonly encountered in the acquisition of a business as described above, we may also experience risks relating to the challenges and costs of closing a transaction. Further, the risks described above may be exacerbated as a result of managing multiple acquisitions at the same time.

We also seek to invest in businesses that offer complementary products, services or technologies. These investments are accompanied by risks similar to those encountered in an acquisition of a business.

Our pension plan assets are subject to market volatility.

We have a noncontributory defined benefit pension plan assumed as part of our Data General acquisition. The plan’s assets are invested in common stocks, bonds and cash. The expected long-term rate of return on the plan’s assets is 6.75%. This rate represents the average of the expected long-term rates of return weighted by the plan’s assets as of December 31, 2010. We have begun to shift, and may continue to shift in the future, its asset allocation to lower the percentage of investment in equity securities and increase the percentage 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 on plan assets was 9.8%. In 2010, we experienced a 12.6% gain on plan assets. Should we not achieve the expected rate of return on the plan’s assets or if the plan experiences a decline in the fair value of its assets, we may be required to contribute assets to the plan which could materially adversely affect our results of operations or financial condition.

Our business could be materially adversely affected by changes in regulations or standards regarding energy use of our products.

We continually seek ways to increase the energy efficiency of our products. Recent analyses have estimated the amount of global carbon emissions that are due to information technology products. As a result, governmental and non-governmental organizations have turned their attention to development of regulations and standards to drive technological improvements and reduce such amount of carbon emissions. There is a risk that the development of these standards will not fully address the complexity of the technology developed by the IT industry or will favor certain technological approaches. Depending on the regulations or standards that are ultimately adopted, compliance could adversely affect our business, results of operations or financial condition.

Our business could be materially adversely affected as a result of war, acts of terrorism or natural disasters.

Terrorist acts, acts of war, natural disasters or other indirect effects of climate change may cause damage or disruption to our employees, facilities, customers, partners, suppliers, distributors and resellers, which could have a material adverse effect on our business, results of operations or financial condition. Such events may also cause damage or disruption to transportation and communication systems and to our ability to manage logistics in such an environment, including receipt of components and distribution of products.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

 

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ITEM 2. PROPERTIES

As of December 31, 2010, we owned or leased the facilities described below:

 

Location

  

Approximate Sq. Ft.*

    

Principal Use(s)

  

Principal Segment(s)

Hopkinton, MA    owned:      1,681,000      executive and administrative offices, R&D, customer service and sales    Information Storage, Information Intelligence Group
                         
Franklin, MA   

owned:

leased:

    

 

922,000

240,000

 

 

   manufacturing    Information Storage
                         
Bedford, MA    leased:      328,000      R&D, customer service, sales and administrative offices    RSA Information Security
                         
Apex, NC    owned:      390,000      manufacturing    Information Storage
                         
Palo Alto, CA   

owned:

leased:

    

 

462,000

654,000

 

 

   executive and administrative offices, R&D, sales, marketing and data center    VMware Virtual Infrastructure
                         
Other North American Locations   

owned:

leased:

    

 

955,000

3,072,000

 

 

   executive and administrative offices, sales, customer service, R&D and data center    **
                         
Asia Pacific    leased:      1,836,000      sales, customer service, R&D and data center    **
                         
Cork, Ireland   

owned:

leased:

    

 

575,000

56,000

  

 

   manufacturing, customer service, R&D, administrative offices and sales    **
                         

Europe, Middle East and Africa (excluding Cork, Ireland)

  

owned:

leased:

    

 

35,000

1,509,000

 

 

   sales, manufacturing, customer service, R&D and data center    **
                         
Latin America    leased:      93,000      sales and customer service    **
                         

 

* Of the total square feet owned and leased, approximately 922,000 square feet was vacant and 441,000 square feet was leased or subleased to non-EMC businesses.

** All segments of our business generally utilize these facilities.

We also own land in Massachusetts and Ireland for possible future expansion purposes. We believe our existing facilities are suitable and adequate for our present purposes. For further information regarding our lease obligations, see Note M to the Consolidated Financial Statements.

 

ITEM 3. LEGAL PROCEEDINGS

See Note M to the Consolidated Financial Statements.

 

ITEM 4. RESERVED

 

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EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers are as follows:

 

Name

  Age   

Position

Joseph M. Tucci

  63    Chairman, President and Chief Executive Officer

William J. Teuber, Jr.  

  59    Vice Chairman

Jeremy Burton

  43    Executive Vice President and Chief Marketing Officer

Arthur W. Coviello, Jr.  

  57    Executive Chairman, RSA, the Security Division of EMC

Paul T. Dacier

  53    Executive Vice President and General Counsel

Richard R. Devenuti

  52    President, Information Intelligence Group

Howard D. Elias

  53    President and Chief Operating Officer, EMC Information Infrastructure and Cloud Services

Patrick P. Gelsinger

  49    President and Chief Operating Officer, EMC Information Infrastructure Products

David I. Goulden

  51    Executive Vice President and Chief Financial Officer

Frank M. Hauck

  51    Executive Vice President, Customer Experience

John T. Mollen

  60    Executive Vice President, Human Resources

Harry L. You

  51    Executive Vice President, Office of the Chairman

Joseph M. Tucci has been the Chairman of the Board of Directors since January 2006 and has been Chief Executive Officer and a Director since January 2001. He has served as President since January 2000. He also served as Chief Operating Officer from January 2000 to January 2001. Prior to joining EMC, Mr. Tucci served as Deputy Chief Executive Officer of Getronics N.V., an information technology services company, from June 1999 through December 1999 and as Chairman of the Board and Chief Executive Officer of Wang Global, an information technology services company, from December 1993 to June 1999. Mr. Tucci is the Chairman of the Board of Directors of VMware and a director of Paychex, Inc., a provider of payroll, 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 distribution organization. Mr. Teuber served as our Vice Chairman and Chief Financial Officer from May 2006 to August 2006 and as Executive Vice President and Chief Financial Officer from November 2001 to May 2006. Mr. Teuber joined EMC in 1995. Prior to serving as our Chief Financial Officer, he served as our Controller. Mr. Teuber is a director of Popular, Inc., a diversified financial services company.

Jeremy Burton has been our Executive Vice President and Chief Marketing Officer since March 2010. Prior to joining EMC, Mr. Burton was President and Chief Executive Officer of Serena Software, Inc., a global independent software company. Previously, Mr. Burton was Group President of the Security and Data Management Business Unit of Symantec Corporation, a provider of security, storage and systems management solutions, where he was responsible for the company’s $2 billion Enterprise Security product line. Prior to that role, he served as Executive Vice President of the Data Management Group at VERITAS Software Corporation (now a part of Symantec) where he was responsible for the company’s backup and archiving products. He also served as VERITAS’ Chief Marketing Officer. Earlier in his career, Mr. Burton spent nearly a decade at Oracle Corporation, a large enterprise software company, ultimately in the role of Senior Vice President of Product and Services Marketing.

Arthur W. Coviello, Jr. has been our Executive Chairman, RSA, the Security Division of EMC, since February 2011. Mr. Coviello served as our Executive Vice President and President of RSA from September 2006 to February 2011. Prior to joining EMC, Mr. Coviello served as Chief Executive Officer of RSA Security Inc. from January 2000 to September 2006 and as acting Chief Financial Officer of RSA Security from December 2005 to May 2006. He served as President of RSA Security from March 1999 to September 2006. Mr. Coviello joined RSA in 1995. Mr. Coviello is a director of EnerNOC, Inc., a provider of demand response and energy management solutions to commercial, institutional and industrial customers, as well as electric power grid operators and utilities in the United States.

Paul T. Dacier has been our Executive Vice President and General Counsel since May 2006. Mr. Dacier served as Senior Vice President and General Counsel from February 2000 to May 2006 and joined EMC in 1990 as Corporate Counsel. Mr. Dacier is a director of AerCap Holdings N.V., a global aviation company.

Richard R. Devenuti has been our President, Information Intelligence Group, since October 2010. Mr. Devenuti served as chief operating officer of the Information Intelligence Group division from July 2008 to October 2010. Prior to joining EMC,

 

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Mr. Devenuti spent 19 years at Microsoft Corporation, a manufacturer of software products for computing devices, most recently as its Senior Vice President of Microsoft Services and IT. Prior to joining Microsoft, Mr. Devenuti spent four years at Deloitte Touche as a senior accountant. Mr. Devenuti is a director of St. Jude Medical, Inc., a global cardiovascular medical devices company, and Convergys Corporation, a global leader in relationship management.

Howard D. Elias has been our President and Chief Operating Officer, EMC Information Infrastructure and Cloud Services since September 2009. Previously, Mr. Elias served as President, EMC Global Services and EMC Ionix from September 2007 to September 2009. Mr. Elias served as our Executive Vice President, Global Services and Resource Management Software Group from May 2006 to September 2007 and served as our Executive Vice President, Global Marketing and Corporate Development from January 2006 to May 2006. He served as Executive Vice President, Corporate Marketing, Office of Technology and New Business Development from January 2004 to January 2006. Prior to joining EMC, Mr. Elias served in various capacities at Hewlett-Packard Company, a provider of information technology products, services and solutions for enterprise customers, most recently as Senior Vice President of Business Management and Operations in the Enterprise Systems Group. Mr. Elias is a director of Gannett Company, Inc., a leading international news and information company.

Patrick P. Gelsinger has been our President and Chief Operating Officer, EMC Information Infrastructure Products since September 2009. Prior to joining EMC, Mr. Gelsinger was Senior Vice President and Co-General Manager of Intel Corporation’s Digital Enterprise Group from 2005 to September 2009 and was Intel’s Senior Vice President, Chief Technology Officer from 2002 to 2005. Prior to this, Mr. Gelsinger led Intel’s Desktop Products Group. Intel Corporation designs and builds the essential technologies that serve as the foundation for the world’s computing devices.

David I. Goulden has been our Executive Vice President and Chief Financial Officer since August 2006. Mr. Goulden served as our Executive Vice President, Customer Operations from April 2004 to August 2006. He served as Executive Vice President, Customer Solutions and Marketing and New Business Development from November 2003 to April 2004. Prior to joining EMC in 2002, Mr. Goulden served in various capacities at Getronics N.V., an information technology services company, most recently as a member of the Board of Management, President and Chief Operating Officer for the Americas and Asia Pacific. Mr. Goulden is a director of VMware.

Frank M. Hauck has been an Executive Vice President since July 2000 and in October 2010, he was appointed Executive Vice President, Customer Experience. In his current role, Mr. Hauck leads 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 Development and Partner Engineering. From April 2009 until September 2009, Mr. Hauck served as the interim leader of the EMC Storage Division. Mr. Hauck served as Executive Vice President, Customer Quality and Services from April 2005 to May 2006. He served as Executive Vice President, Customer Operations from November 2001 to April 2005. Mr. Hauck has also held a number of other executive positions since he joined EMC in 1990, including Executive Vice President, Global Sales and Services, Chief Information Officer, Executive Vice President, Products and Offerings, Senior Vice President, Business Integration, and Senior Vice President, Customer Service.

John T. Mollen has been our Executive Vice President, Human Resources since May 2006. Mr. Mollen joined EMC as Senior Vice President, Human Resources in September 1999. Prior to joining EMC, he was Vice President of Human Resources with Citigroup Inc., a financial services company.

Harry L. You has been our Executive Vice President, Office of the Chairman since February 2008. In this role, Mr. You oversees EMC’s corporate strategy and new business development. Prior to joining EMC, Mr. You served as Chief Executive Officer of BearingPoint, Inc., a management and technology consulting firm, from March 2005 to December 2007 and as BearingPoint’s Interim Chief Financial Officer from July 2005 to October 2006. From 2004 to 2005, Mr. You was Executive Vice President and Chief Financial Officer of Oracle Corporation, a large enterprise software company, and from 2001 to 2004, he was the Chief Financial Officer of Accenture Ltd, a global management consulting, technology services and outsourcing company. Mr. You is a director of Korn/Ferry International, a global executive recruiting company.

 

 

EMC, EMC Proven, EMC SourceOne, ApplicationXtender, Atmos, Avamar, BSAFE, Captiva, Celerra, CenterStage, CLARiiON, Data Domain, Document Sciences, Documentum, Greenplum, Ionix, Isilon, NetWorker, RSA, Symmetrix, Unisphere, Vblock, VNX, VNXe and VPLEX are either registered trademarks or trademarks of EMC Corporation in the United States and/or other countries. VMware, VMware vShield, VMware View, VMware vCenter, VMware vSphere, VMware vCloud, SpringSource and Zimbra are registered trademark or trademarks of VMware, Inc. in the United States and/or other countries. Bus-Tech is a registered trademark of Bus-Tech, Inc. Iomega is a registered trademark of Iomega Corporation. Other trademarks are either registered trademarks or trademarks of their respective owners.

 

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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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 years during the fiscal periods shown.

 

Fiscal 2010

           High                      Low          

First Quarter

   $ 19.03      $ 16.45  

Second Quarter

     20.00        17.10  

Third Quarter

     21.83        17.87  

Fourth Quarter

     23.20        19.40  

Fiscal 2009

           High                      Low          

First Quarter

   $ 12.59      $ 9.61  

Second Quarter

     13.73        10.91  

Third Quarter

     17.48        12.31  

Fourth Quarter

     18.44        16.12  

We had 11,857 holders of record of our common stock as of February 25, 2011.

We have never 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.

ISSUER PURCHASES OF EQUITY SECURITIES IN THE FOURTH QUARTER OF 2010

 

Period

   Total Number
of Shares
Purchased(1)
    Average Price
Paid per Share
     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
 

October 1, 2010 – October 31, 2010

     179,551      $ 21.50                144,859,364  

November 1, 2010 – November 30, 2010

     1,993,821        21.00        1,787,604        143,071,760  

December 1, 2010 – December 31, 2010

     7,128,134        22.91        7,089,386        135,982,374  
                      

Total

     9,301,506 (2)    $ 22.47        8,876,990        135,982,374  
                      

 

  (1)

Except as noted in note (2), all shares were purchased in open-market transactions pursuant to our previously announced authorization by our Board of Directors in April 2008 to repurchase 250.0 million shares of our common stock. This repurchase authorization does not have a fixed termination date.

  (2)

Includes an aggregate of 424,516 shares withheld from employees for the payment of taxes.

 

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA

(in thousands, except per share amounts)

 

     Year Ended December 31,  
     2010(1)     2009(3)      2008(4)      2007(5)      2006(6)  

Summary of Operations:

             

Revenues

   $ 17,015,126     $ 14,025,910       $ 14,876,163       $ 13,230,205       $ 11,155,090   

Operating income

     2,683,286       1,414,275         1,568,936         1,739,252         1,207,758   

Net income attributable to EMC Corporation

     1,899,995       1,088,077         1,275,104         1,598,965         1,220,123   

Net income attributable to EMC Corporation per weighted average share, basic

   $ 0.92     $ 0.54       $ 0.62       $ 0.77       $ 0.54   

Net income attributable to EMC Corporation per weighted average share, diluted

   $ 0.88     $ 0.53       $ 0.61       $ 0.74       $ 0.53   

Weighted average shares, basic

     2,055,959        2,022,371         2,048,506         2,079,542         2,248,431   

Weighted average shares, diluted

     2,147,931       2,055,146         2,079,853         2,157,873         2,286,304   

Balance Sheet Data:

             

Working capital

   $ 405,308     $ 5,390,135       $ 5,446,593       $ 5,644,894       $ 2,858,825   

Total assets

     30,833,284       26,812,003         23,874,575         22,284,654         18,566,247   

Current obligations(2)

     3,214,771                                  

Long-term obligations

            3,100,290         2,991,943         2,889,362         2,792,424   

Total shareholders’ equity

     18,166,776        16,060,474         13,655,950         13,060,342         10,736,402   

 

  (1)

In 2010, EMC acquired all of the outstanding shares of 10 companies (see Note C to the Consolidated Financial Statements).

  (2)

Current obligations relate to the convertible debt, which was classified as current at December 31, 2010 (see Note E to the Consolidated Financial Statements).

  (3)

In 2009, EMC acquired all of the outstanding shares of 5 companies (see Note C to the Consolidated Financial Statements).

  (4)

In 2008, EMC acquired all of the outstanding shares of 12 companies (see Note C to the Consolidated Financial Statements).

  (5)

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.

  (6)

In 2006, EMC acquired all of the outstanding shares of 8 companies.

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

This Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto which appear elsewhere in this Annual Report on Form 10-K.

 

All dollar amounts expressed numerically in this MD&A are in millions.

Certain tables may not add due to rounding.

INTRODUCTION

We manage our business in two broad categories: EMC Information Infrastructure and VMware Virtual Infrastructure.

EMC Information Infrastructure

Our EMC Information Infrastructure business consists of three of our segments: Information Storage, Information Intelligence Group and RSA Information Security. The objective for our EMC Information Infrastructure business is to simultaneously invest in the business, increase our market share and improve our profitability. During 2010, we continued to invest in expanding our total addressable market opportunity through internal research and development (“R&D”) efforts and acquisitions to capitalize on the continued growth of enterprise data. Additionally, because of these investments, we believe we are well positioned at the intersection of two trends in Information Technology (“IT”) – Cloud Computing and Big Data. Cloud Computing leverages an on-demand, self-managed, virtualized infrastructure to deliver IT-as-a-Service in a more efficient, flexible and cost-effective manner. While the fundamental transition to Cloud Computing architectures is only in the early stages, we believe our offerings are well suited to capitalize on this trend as it unfolds over the next several years. Big Data, which is a primary contributor to the staggering pace of data growth, refers to the large repositories of corporate and external data, including unstructured information created by social media and other web repositories. The tools and platforms surrounding Big Data require new approaches and capabilities to handle these data sets, particularly in managing the associated analytics that unlock the value contained within the massive amount of data. With the investments we made by acquiring Isilon and Greenplum, as well as our internally developed Atmos offering, we believe we are well positioned in this market.

Through a combination of reinvesting for growth and growing faster than the markets we serve, we believe we will be able to increase our 2011 earnings at a rate faster than the rate at which we will grow our revenue and reinforce our position as the provider for enterprise data, cloud infrastructures and Big Data solutions.

VMware Virtual Infrastructure

VMware’s current financial focus is on long-term revenue growth to generate cash flows to fund its expansion of industry segment share and evolve its virtualization-based products for data centers, desktop computers and cloud computing through a combination of internal development and acquisitions. VMware expects to grow its business by broadening its virtualization infrastructure software solutions technology and product portfolio, increasing product awareness, promoting the adoption of virtualization and building long-term relationships with its customers through the adoption of enterprise license agreements. Since the introduction in 2009 of VMware vSphere and VMware View 4, which is compatible with VMware vSphere, VMware has introduced more products that build on the vSphere foundation. In the third quarter of 2010, VMware released updated versions of VMware vSphere and VMware View, and VMware plans to continue to introduce additional products in the future. Additionally, VMware has made, and expects to continue to make, acquisitions designed to strengthen its product offerings and/or extend its strategy to deliver solutions that 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

   $ 12,699.1      $ 10,659.4      $ 11,632.3        19.1     (8.4 )% 

Information Intelligence Group

     735.9        739.6        785.6        (0.5     (5.9

RSA Information Security

     729.4        606.0        581.3        20.4       4.2  

VMware Virtual Infrastructure

     2,850.7        2,021.0        1,876.9        41.1       7.7  
                                           

Total revenues

   $ 17,015.1      $ 14,025.9      $ 14,876.2        21.3     (5.7 )% 
                                           

 

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Consolidated product revenues increased 23.4% to $10,892.9 in 2010. The consolidated product revenues increases were primarily driven by the Information Storage and the VMware Virtual Infrastructure segments’ product revenues. The Information Storage segment’s product revenues increased 22.6% to $8,824.3 in 2010. Within the high-end of the Information Storage segment, our Symmetrix product revenues increased 24.9%. Within the mid-tier platform products of the Information Storage segment, product revenues increased 26.8% in 2010, partly due to the annual impact of the addition of the Data Domain products in the third quarter of 2009. The overall growth in product revenues in 2010 reflects a continued higher demand for our IT infrastructure offerings to address the storage needs for continued information growth, particularly as customers continue to build out their own data centers to develop and support their private or public cloud infrastructures.

The VMware Virtual Infrastructure segment’s product revenues increased 36.0% to $1,399.3 in 2010. VMware’s license revenues continue to benefit from strong customer demand for the vSphere platform, a foundation to cloud computing and an increase in customer spending as the economic conditions of the industry improved.

The Information Intelligence Group segment’s product revenues increased 3.2% to $269.1 in 2010. The RSA Information Security segment’s product revenues increased 17.6% to $400.2 in 2010. Increases in both segments were attributable to increased demand for software licenses.

Consolidated product revenues declined 12.3% to $8,828.1 in 2009. The Information Storage segment’s product revenues decreased 12.9% to $7,198.1, the Information Intelligence Group segment’s product revenues declined 6.2% to $260.8 and the RSA Information Security segment’s product revenues declined 4.2% to $340.3 in 2009. The VMware Virtual Infrastructure segment’s product revenues declined 12.4% to $1,029.0 in 2009. The decline in product revenues across all segments in 2009 was primarily attributable to lower demand resulting from the challenging global economic environment and resulting negative impact in our customers’ IT purchases.

Consolidated services revenues increased 17.8% to $6,122.3 in 2010. The consolidated services revenues increase were primarily driven by the Information Storage and the VMware Virtual Infrastructure segments’ services revenues.

The Information Storage segment’s services revenues increased 11.9% to $3,874.8 in 2010. The increases in services revenues were primarily attributable to higher demand for systems maintenance-related services, which correlates to the increased sales in storage products. In addition, a growing demand for professional services and software maintenance also contributed to the increases in services revenues in 2010.

The VMware Virtual Infrastructure segment’s services revenues increased 46.3% to $1,451.5 in 2010. The increases in services revenues were primarily attributable to growth in VMware’s software maintenance revenues. In 2010, services revenues benefited from strong renewals, multi-year software maintenance contracts sold in previous periods and additional maintenance contracts sold in conjunction with software licenses.

The Information Intelligence Group segment’s services revenues declined 2.5% to $466.8 in 2010. The decline in services revenues was primarily attributable to lower demand for professional services as customers transition 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 our installed base.

Consolidated services revenues increased 8.2% to $5,197.8 in 2009. The Information Storage segment’s services revenues increased 2.7% to $3,461.4 and the RSA Information Security segment’s services revenues increased 17.5% to $265.7 in 2009. The VMware Virtual Infrastructure segment’s services revenues increased 41.3% to $992.0 in 2009. The Information Intelligence Group segment’s services revenues declined 5.7% to $478.8 in 2009. Services revenues increased across all segments, excluding the Information Intelligence Group segment, in 2009 due to an increase in maintenance revenues resulting from continued demand for support from our installed base. The increased demand was partially offset by a decline in professional services revenue which was associated with the decline in product revenues.

Consolidated revenues by geography were as follows:

 

                          Percentage Change  
     2010      2009      2008      2010 vs 2009     2009 vs 2008  

United States

   $ 9,152.4      $ 7,384.3      $ 7,990.8        23.9     (7.6 )% 

Europe, Middle East and Africa

     4,942.1        4,290.3        4,555.0        15.2       (5.8

Asia Pacific

     1,965.2        1,603.1        1,640.1        22.6       (2.3

Latin America, Mexico and Canada

     955.5        748.2        690.3        27.7       8.4  

 

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Revenues increased in 2010 compared to 2009 in all of our markets due to greater demand for our products and services offerings. Revenues decreased in 2009 in all of our markets, with the exception of Latin America, Mexico and Canada, due to the challenging global economic environment and resulting negative impact in customers’ IT purchases. Revenues increased in Latin America, Mexico and Canada primarily due to increased demand for our offerings.

Changes in exchange rates contributed 0.2% to the overall revenue increase in 2010 compared to 2009. The impact of the change in rates was most significant in the Asia Pacific markets, primarily Australia and Japan, Canada and Brazil, partially offset by the Euro and the pound sterling. Changes in exchange rates negatively impacted revenue growth by 1.4% in 2009. The impact of the change in rates in 2009 was most significant in the European market, primarily Germany, France, Italy and the United Kingdom.

Costs and Expenses

The following table presents our costs and expenses, other income and net income attributable to EMC Corporation.

 

                        Percentage Change  
      2010     2009     2008     2010 vs 2009     2009 vs 2008  

Cost of revenue:

          

Information Storage

   $ 5,836.4     $ 5,256.7     $ 5,670.1       11.0     (7.3 )% 

Information Intelligence Group

     258.2       274.8       305.6       (6.0     (10.1

RSA Information Security

     221.6       186.5       170.6       18.8       9.3  

VMware Virtual Infrastructure

     425.3       316.3       268.7       34.5       17.7  

Corporate reconciling items

     242.7       246.8       238.7       (1.7     3.4  
                                        

Total cost of revenue

     6,984.1       6,281.0       6,653.8       11.2       (5.6

Gross margins:

          

Information Storage

     6,862.7       5,402.7       5,962.2       27.0       (9.4

Information Intelligence Group

     477.7       464.8       480.0       2.8       (3.2

RSA Information Security

     507.8       419.5       410.7       21.0       2.1  

VMware Virtual Infrastructure

     2,425.5       1,704.7       1,608.2       42.3       6.0  

Corporate reconciling items

     (242.7     (246.8     (238.7     (1.7     3.4  
                                        

Total gross margin

     10,031.0       7,744.9       8,222.4       29.5       (5.8

Operating expenses:

          

Research and development(1)

     1,888.0       1,627.5       1,721.3       16.0       (5.4

Selling, general and administrative(2)

     5,375.3       4,595.6       4,601.6       17.0       (0.1

In-process research and development

                   85.8              (100.0

Restructuring and acquisition-related charges

     84.4       107.5       244.7       (21.5     (56.1
                                        

Total operating expenses

     7,347.7       6,330.6       6,653.4       16.1       (4.9
                                        

Operating income

     2,683.3       1,414.3       1,568.9       89.7       (9.9

Investment income, interest expense and other expenses

     (75.3     (39.7     31.3       89.7       (226.8
                                        

Income before income taxes

     2,608.0       1,374.6       1,600.2       89.7       (14.1

Income tax provision

     638.3       252.8       280.4       152.5       (9.8
                                        

Net income

     1,969.7       1,121.8       1,319.8       75.6       (15.0

Less: Net income attributable to the non-controlling interest in VMware, Inc.

     (69.7     (33.7     (44.7     106.8       (24.6
                                        

Net income attributable to EMC Corporation

   $ 1,900.0     $ 1,088.1     $ 1,275.1       74.6     (14.7 )% 
                                        

 

  (1)

Amount includes corporate reconciling items of $287.4, $235.8 and $175.4 for the years ended December 31, 2010, 2009 and 2008, respectively.

  (2)

Amount includes corporate reconciling items of $477.5, $495.5 and $367.2 for the years ended December 31, 2010, 2009 and 2008, respectively.

Gross Margins

Our gross margin percentages were 59.0%, 55.2% and 55.3% in 2010, 2009 and 2008, respectively. The increase in the gross margin percentage in 2010 compared to 2009 was attributable to the Information Storage segment, which increased overall gross margins by 189 basis points, the VMware Virtual Infrastructure segment, which increased overall gross margins by 161 basis points, the RSA Information Security segment, which increased overall gross margins by 11 basis points and the Information Intelligence Group segment, which increased overall gross margins by 10 basis points. Also contributing to the increased overall

 

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gross margin percentage was the decrease of corporate reconciling items, consisting of stock-based compensation, acquisition-related intangible asset amortization, restructuring charges and transition costs, which increased the consolidated gross margin percentage by 3 basis points. The decline in the gross margin percentage in 2009 compared to 2008 was primarily attributable to the Information Storage segment, which decreased overall gross margins by 17 basis points and the RSA Information Security segment, which decreased overall gross margins by 5 basis points. These declines were partially offset by the VMware Virtual Infrastructure segment which improved overall gross margins by 11 basis points, and the Information Intelligence Group segment which improved overall gross margins by 7 basis points. The increase in corporate reconciling items, consisting of stock-based compensation, acquisition-related intangible asset amortization, restructuring charges and transition costs, decreased the consolidated gross margin percentage by 6 basis points. The transition costs represent the incremental costs incurred to transform our current cost structure to a more streamlined cost structure.

For segment reporting purposes, stock-based compensation, restructuring and acquisition-related charges, acquisition-related intangible asset amortization and transition costs are recognized as corporate expenses and are not allocated among our various operating segments. The decrease of $4.1 in the corporate reconciling items in 2010 was attributable to a $12.5 decrease in restructuring charges and a $0.9 decrease in transition costs, partially offset by a $9.3 increase in stock-based compensation expense. Acquisition-related intangible asset amortization expense remained flat. The $9.3 increase in stock-based 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 items in 2009 was attributable to a $12.5 increase in restructuring charges, a $19.3 increase in stock-based compensation expense and a $3.1 increase in transition costs, partially offset by a $26.8 decrease in acquisition-related intangible asset amortization expense. The $19.3 increase in stock-based compensation expense was primarily attributable to incremental expense associated with options exchanged in the acquisition of Data Domain and expense associated with VMware’s equity grants. The decrease in intangible asset amortization expense in 2009 was attributable to acquisition-related intangible assets acquired in acquisitions becoming fully amortized.

The gross margin percentages for the Information Storage segment were 54.0%, 50.7% and 51.3% in 2010, 2009 and 2008, respectively. The increase in gross margin percentage in 2010 compared to 2009 was primarily attributable to improved product gross margins, driven by an improved product mix attributable to higher margin product offerings, higher sales volume and an improved cost structure. The decrease in the gross margin percentage in 2009 compared to 2008 was primarily attributable to lower sales volume and a greater mix of lower margin Iomega revenue. Iomega, acquired in June 2008, operates within the consumer and small business marketplace which historically has had lower gross margins than marketplaces typically served by our Information Storage segment. Partially offsetting these declines was an improvement in the gross margin attributable to a greater mix of higher margin services revenues as a percentage of total segment revenues. Services revenues as a percentage of total Information Storage segment revenues increased to 32.5% in 2009 from 29.0% in 2008.

The gross margin percentages for Information Intelligence Group segment were 64.9%, 62.8% and 61.1% in 2010, 2009 and 2008, respectively. The increase in gross margin percentage in 2010 compared to 2009 related to an increase in the product margins due to a decrease in the royalties paid for third party software embedded into the products in 2010 compared to 2009. The increase in the gross margin percentage in 2009 compared to 2008 was primarily attributable to a change in the mix of services revenues with a higher proportion of maintenance revenues and a lower proportion of professional services revenues to total services revenues. Maintenance revenues generally provide a higher margin percentage than professional services revenues.

The gross margin percentages for the RSA Information Security segment were 69.6%, 69.2% and 70.6% in 2010, 2009 and 2008, respectively. The slight increase in the gross margin percentage in 2010 compared to 2009 was due to an increase in product margins partially offset by a decrease in services margins. The decrease in the gross margin percentage in 2009 compared to 2008 was primarily due to a decrease in product revenues as a percentage of total segment revenues. Product revenues as a percentage of total revenues decreased to 61.1% in 2008 and to 56.2% in 2009.

The gross margin percentages for the VMware Virtual Infrastructure segment were 85.1% in 2010, 84.4% in 2009 and 85.7% in 2008. The increase in gross margin percentage in 2010 compared to 2009 was primarily attributable to improved services margins. The decrease in the gross margin percentage in 2009 compared to 2008 was primarily attributable to an increase in the amortization of software development costs as a percentage of total segment revenues. The amortization of software development costs as a percentage of total segment revenues increased to 3.3% in 2009, compared to 2.3% in 2008.

Research and Development

As a percentage of revenues, R&D expenses were 11.1%, 11.6% and 11.6% in 2010, 2009 and 2008, respectively. R&D expenses increased $260.5 in 2010 primarily due to an increase in personnel-related costs, including stock-based compensation, depreciation expense, cost of facilities and travel costs, partially offset by greater levels of software capitalization. Personnel-related costs increased by $250.6, depreciation expense increased by $23.4, cost of facilities increased by $19.4 and travel costs

 

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increased by $9.4. Capitalized software development costs, which reduce R&D expense, increased by $66.3. R&D expenses decreased by $93.8 in 2009 primarily due to a decrease in personnel-related costs, depreciation expense, materials costs and facilities costs. Personnel-related costs decreased by $19.9, depreciation expense decreased by $19.1, the cost of materials to support new product development decreased by $14.0 and the cost of facilities decreased by $11.9. Capitalized software development costs, which reduce R&D expense, increased by $9.5.

Corporate reconciling items within R&D, which consist of stock-based compensation, acquisition-related intangible asset amortization and transition costs increased $51.6 and $60.4 to $287.4 and $235.8 in 2010 and 2009, respectively. Stock-based compensation expense increased $44.2 and $52.2 in 2010 and 2009, respectively. Acquisition-related intangible asset amortization increased $10.7 in 2010 and decreased $0.2 in 2009 and transition costs decreased $3.3 and increased $8.4 in 2010 and 2009, respectively. Intangible asset amortization increased primarily due to VMware acquisitions and to the Data Domain acquisition, which was consummated in the third 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 primarily attributable to expense associated with options exchanged in the acquisition of Data Domain.

R&D expenses within EMC’s Information Infrastructure business, as a percentage of EMC’s Information Infrastructure business revenues, were 7.9%, 8.5% and 9.3% in 2010, 2009 and 2008, respectively. R&D expenses increased $100.7 in 2010 primarily due to increases in personnel-related costs, depreciation expense, cost of facilities and travel costs. Personnel-related costs increased by $122.4, depreciation expense increased by $14.7, cost of facilities increased by $14.3 and travel costs increased $6.1. Partially offsetting these increased costs was an increase in capitalized software development costs of $74.2. R&D expenses decreased $181.6 in 2009 primarily due to a reduction in personnel-related costs, facilities costs, materials costs and depreciation expense. Personnel-related costs decreased by $99.0, the cost of facilities decreased by $18.2, the cost of materials to support new product development decreased by $14.0 and depreciation expense decreased by $13.4. In 2009, the cost reductions were primarily due to savings achieved as a result of our 2008 restructuring programs, our cost savings initiatives and greater levels of capitalized software development. Capitalized software development costs, which reduce R&D expense, increased by $31.8. The increase in capitalized software development costs is attributable to the timing of efforts associated with new product development.

R&D expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 16.8%, 18.3% and 18.2% in 2010, 2009 and 2008, respectively. R&D expenses increased $108.3 in 2010 largely due to increases in personnel-related costs of $87.3, primarily due to increased salaries and benefits expenses resulting from incremental headcount from strategic hiring and acquisitions. Additionally, capitalized software development costs decreased $7.9 in 2010 primarily due to lower costs capitalized on products that build on the VMware vSphere foundation in 2010. R&D expenses increased $27.3 in 2009 primarily due to an increase in personnel-related costs, including salaries and benefits which increased $18.4 due to incremental headcount from strategic hiring and a decrease in capitalized software development costs, partially offset by decreased costs resulting from the austerity measures implemented in the fourth quarter of 2008. Capitalized software development costs, which reduce R&D expense, decreased by $22.3 in 2009 when compared to 2008 as VMware vSphere became generally available in 2009.

Selling, General and Administrative

As a percentage of revenues, selling, general and administrative (“SG&A”) expenses were 31.6%, 32.8% and 30.9% in 2010, 2009 and 2008, respectively. SG&A expenses increased by $779.7 in 2010 primarily due to increases in personnel-related costs, commissions, travel costs, business development costs, cost of facilities and depreciation expense. Personnel-related costs increased by $439.4, commissions increased by $168.1, travel costs increased by $73.3, business development costs increased by $43.7, cost of facilities increased by $35.6 and depreciation expense increased by $28.5 in 2010. SG&A expenses decreased by $6.0 in 2009 driven by the cost reduction efforts implemented in the fourth quarter of 2008. Personnel-related costs, travel, supplies and other administrative costs declined by $103.3. Additionally, our provisions for bad debts decreased by $20.3. Partially offsetting these decreased costs were $57.5 for a provision for litigation, increased commissions of $53.3 and increased depreciation of $26.6.

Corporate reconciling items within SG&A, which consist of stock-based compensation, acquisition-related intangible asset amortization, provision for litigation and transition costs decreased $18.0 to $477.5 in 2010 and increased $128.3 to $495.5 in 2009. Intangible asset amortization increased $26.8, stock-based compensation expense increased $25.9 and transition costs decreased $13.2 in 2010. Additionally, the provision for litigation of $57.5 in 2009 did not recur in 2010. Intangible asset amortization increased primarily due to VMware acquisitions and to the Data Domain acquisition, which was consummated in the third quarter of 2009. Stock-based compensation expense increased in 2010 due to the incremental expense associated with VMware’s equity grants and the full year impact of options exchanged in the acquisition of Data Domain. In 2009, we incurred $57.5 for a provision for litigation, stock-based compensation expense increased $32.8 and transition costs increased $43.1.

 

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Partially offsetting these increases was a decrease in acquisition-related intangible asset amortization expense 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, as a percentage of EMC’s Information Infrastructure business revenues, were 26.4%, 27.1% and 26.8% in 2010, 2009 and 2008, respectively. SG&A expenses increased $479.0 in 2010 primarily due to increases in personnel-related costs, commissions, travel costs, business development costs, cost of facilities and depreciation. Personnel-related costs increased by $258.8, commissions increased by $108.4, travel costs increased by $52.0, business development costs increased by $35.3, cost of facilities increased by $21.1 and depreciation expense increased by $14.9. Partially offsetting these increases was a decrease in professional services costs of $12.3. SG&A expenses decreased by $228.8 in 2009 driven by the cost reduction efforts implemented in the fourth quarter of 2008. Personnel-related costs, travel, supplies and other administrative costs declined by $228.0. Additionally, our provisions for bad debts decreased by $21.2. Partially offsetting these decreased costs was an increase in depreciation expense of $15.8.

SG&A expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 40.7%, 41.7% and 39.8% in 2010, 2009 and 2008, respectively. SG&A expenses increased $318.7 in 2010. The increase in SG&A expenses in 2010 was primarily the result of higher salaries and benefits costs resulting from incremental headcount from strategic hiring and acquisitions as well as commission expense on higher sales volumes. Also contributing to the change was increased spending on marketing programs. SG&A expenses increased $94.5 in 2009. The increase in SG&A expenses in 2009 consisted primarily of higher commissions, increased salaries and benefits resulting from increased sales volume and incremental headcount added in conjunction with VMware’s international expansion, as well as increased spending to enhance the sales and marketing systems infrastructure of its business. These cost increases were partially offset by decreased travel and entertainment costs resulting from the austerity measures implemented in the fourth quarter of 2008 and decreased marketing program expenses as compared with VMware’s branding initiative in 2008. These austerity measures included, but were not limited to, reduced travel and entertainment costs, decreased contractor costs and hiring limited to roles that fit VMware strategic initiatives.

In-Process Research and Development

In connection with acquisitions in 2010 and 2009, we acquired and capitalized $43.9 and $175.0 of in-process research and development (“IPR&D”), respectively. Projects acquired in 2010 are expected to be completed in 2012. Projects related to the IPR&D acquired in 2009 were completed in 2010. As a result of accounting rule changes which were effective at the beginning of 2009, IPR&D resulting from business combinations was capitalized as an asset with amortization commencing upon completion of the project. It was expensed at the time of acquisition prior to 2009. IPR&D expense was $85.8 in 2008.

The value assigned to the IPR&D was determined utilizing the income approach by determining cash flow projections relating to the identified IPR&D projects. The stage of completion of each in-process project was estimated to determine the discount rates to be applied to the valuation of the in-process technology. Based upon the level of completion and the risk associated with the in-process technology, we applied discount rates ranging from 19% to 22% to value the IPR&D projects acquired in 2010, 17% to 21% to the value of projects acquired in 2009 and 20% to 60% for amounts expensed related to IPR&D projects in 2008.

Restructuring and Acquisition-Related Charges

In 2010, 2009 and 2008, we incurred restructuring and acquisition-related charges of $84.4, $107.5 and $250.3, respectively. In 2010, we incurred $76.7 of restructuring charges, of which $37.8 related to our fourth quarter 2010 program. The remainder was primarily related to our 2008 restructuring program and $7.7 of costs in connection with acquisitions for financial advisory, legal and accounting services. Our 2008 restructuring program includes the consolidation of facilities. We will incur restructuring charges of $29.2 through 2015 as we vacate these facilities.

In the fourth quarter of 2010, we implemented a restructuring program to create further operational efficiencies which will result in a workforce reduction of approximately 400 positions. The program resulted in a charge of $37.8. The action will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. The actions are expected to be completed by the end of 2011.

In 2009, we incurred $88.4 of restructuring charges and $19.1 of costs in connection with acquisitions for financial advisory, legal and accounting services. In 2008, all charges only relate to restructuring activities. (See Note P to the Consolidated Financial Statements).

 

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Investment Income

Investment income was $142.5, $140.4 and $247.0 in 2010, 2009 and 2008, respectively. Investment income increased slightly in 2010 primarily due to increased interest income on our sales-type leases. The weighted-average return on investments, excluding realized gains, was 1.2%, 1.3% and 3.1% in 2010, 2009 and 2008, respectively. Net realized gains were $15.8, $20.8 and $6.6 in 2010, 2009 and 2008, respectively.

Interest Expense

Interest expense was $178.3, $182.5 and $176.4 in 2010, 2009 and 2008, respectively. Interest expense consists primarily of interest on our convertible debt. Included in interest expense are non-cash interest charges related to amortization of the debt discount attributable to the conversion feature of $114.5, $108.3 and $102.6 in 2010, 2009 and 2008, respectively. We are accreting our convertible debt to their stated values over their term. (See Note E to the Consolidated Financial Statements).

Other Income (Expense), Net

Other income (expense), net was $(39.5), $2.4 and $(39.4) in 2010, 2009 and 2008, respectively. Other expense in 2010 was primarily attributable to our consolidated share of the losses from our cloud infrastructure joint venture, VCE Company LLC, of $42.8. This joint venture is accounted for under the equity method. Other income in 2009 was primarily attributable to gains on strategic investments. The increase in 2008 was primarily attributable to an increase in foreign currency transaction losses.

Provision for Income Taxes

Our effective income tax rate was 24.5%, 18.4% and 17.5% in 2010, 2009 and 2008, respectively. The effective income tax rate is based upon the income for the year, the composition of the income in different countries, and adjustments, if any, for the potential tax consequences, benefits or resolutions of audits or other tax contingencies. Our aggregate income tax rate in foreign jurisdictions is substantially lower than our income tax rate in the United States.

In 2010, the lower aggregate income tax rate in foreign jurisdictions reduced our effective rate by 12.2 percentage points compared to our statutory federal tax rate of 35.0%. In 2010, we effected a plan to reorganize our international operations by transferring certain assets of Isilon, Archer Technologies and Bus-Tech entities into a single EMC international holding company. As a result of this reorganization, we incurred an income tax charge which negatively impacted the rate by 3.2 percentage points. We had a reduction in our valuation allowance which arose from the utilization of a certain subsidiary’s foreign net operating loss carryforwards resulting in a benefit to our effective tax rate of 0.6 percentage points. The net effect of tax credits, state taxes, non-deductible permanent differences, resolution of income tax audits and elimination of reserves associated with the expiration of statutes of limitations and other items collectively decreased the rate by 0.9 percentage points.

In 2009, the lower aggregate income tax rate in foreign jurisdictions reduced our effective rate by 17.5 percentage points compared to our statutory federal tax rate of 35.0%. The resolution of income tax audits and elimination of reserves associated with the expiration of statutes of limitations for which we believe we had certain tax exposure favorably reduced our 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. As a result of this reorganization, we incurred income taxes which negatively impacted the rate by 4.4 percentage points. The net effect of tax credits, state taxes, non-deductible permanent differences and changes in valuation allowances and other items collectively increased the rate by 1.0 percentage point, driven principally by non-deductible permanent differences.

In 2008, the lower aggregate income tax rate in foreign jurisdictions reduced our effective rate by 15.9 percentage points compared to our statutory federal tax rate of 35.0%. The resolution of income tax audits and elimination of reserves associated with the expiration of statutes of limitations for which we believe we had certain tax exposure favorably reduced our effective tax rate by an additional 2.9 percentage points. The net effect of non-deductible permanent differences, state taxes, tax credits and other items was an increase to the rate of 1.3 percentage points.

The effective tax rate increased from 2009 to 2010 by 6.1%, from 18.4% to 24.5%. This increase was principally attributable to differences in the composition of the income in different countries and the favorable resolution of income tax audits in 2009, which was partially offset by reductions in our non-deductible permanent differences and the reorganization of our international operations. The effective tax rate increased from 2008 to 2009 by 0.9%, from 17.5% to 18.4%. This increase was principally attributable to the reorganization of RSA and Data Domain in 2009, which was partially offset by incremental benefits from the favorable resolution of uncertain tax positions inclusive of the expiration of statutes of limitation.

 

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Non-controlling Interest in VMware, Inc.

The net income attributable to the non-controlling interest in VMware was $69.7, $33.7 and $44.7 in 2010, 2009 and 2008, respectively. VMware’s reported net income was $357.4, $197.1 and $290.1 in 2010, 2009 and 2008, respectively. The weighted-average non-controlling interest in VMware was approximately 19.5%, 17.0% and 15.0% in 2010, 2009 and 2008, respectively. In the 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 operating activities was $4,548.8, $3,334.4 and $3,565.1 for 2010, 2009 and 2008, respectively. Cash received from customers was $17,585.4, $14,647.7 and $15,378.1 in 2010, 2009 and 2008, respectively. In 2010, the increase was attributable to an increase in sales volume and higher cash proceeds from the sale of maintenance contracts, which are typically billed and paid in advance of services being rendered. In 2009, the decrease was attributable to a reduction in sales volume. Cash paid to suppliers and employees was $12,830.7, $11,032.9 and $11,747.0 in 2010, 2009 and 2008, respectively. In 2010, the increase was primarily attributable to an increase in headcount and related employee expenses, material costs correlated to higher sales volume and other operating expenses. In 2009, the decrease was attributable to a reduction in purchases associated with a reduction in sales volume and a decrease in compensation costs. Cash received from dividends and interest was $102.9, $109.5 and $240.0 in 2010, 2009 and 2008, respectively. In 2010, 2009 and 2008, we paid $232.1, $316.5 and $232.3, respectively, in income taxes. These payments are comprised of estimated taxes for the current year, extension payments for the prior year and refunds or payments associated with income tax filings and tax audits.

Cash used in investing activities was $6,476.0, $3,095.5 and $1,614.9 in 2010, 2009 and 2008, respectively. Cash paid for acquisitions, strategic investments and other related investments was $3,108.7, $2,847.1 and $731.0 in 2010, 2009 and 2008, respectively. In 2010, we acquired Isilon for $2,301.1, net of cash acquired, and in 2009, we acquired Data Domain for $1,933.9, net of cash acquired. Capital additions were $745.4, $411.6 and $695.9 in 2010, 2009 and 2008, respectively. The higher level of capital additions in 2010 was primarily due to an increase in spending on facility expansion and information technology infrastructure for 2010. In 2009, the lower level of capital additions was due to lower spending on infrastructure as part of our 2009 cost savings initiatives. Capitalized software development costs were $363.0, $304.5 and $295.0 in 2010, 2009 and 2008, respectively. The increase in 2010 was primarily attributable to EMC Information Infrastructure’s efforts on its software development activities. Net purchases of investments were $2,259.0 in 2010 compared to net sales and maturities of $466.6 and $75.1 in 2009 and 2008, respectively. This activity varies from period to period based upon our cash collections, cash requirements and maturity dates of our investments.

Cash (used in) provided by financing activities was $(243.8), $211.9 and $(534.0) in 2010, 2009 and 2008, respectively. In 2010 and 2008, we spent $999.9 and $1,489.5 to repurchase 52.7 million and 112.2 million shares of EMC common stock, respectively. We additionally spent $399.2 to purchase 6.0 million shares of VMware common stock and VMware spent $338.5 to repurchase 4.9 million shares of its common stock in 2010. We made no share repurchases in 2009. We generated $1,212.0, $594.0 and $431.2 in 2010, 2009 and 2008, respectively, from the exercise of stock options and the purchase of shares within the employee stock plans.

Based upon the closing price of our common stock for the prescribed measurement period during the three months ended December 31, 2010, the convertible senior debt of $1,725, 1.75% convertible senior notes due 2011 (the “2011 Notes”) and our $1,725, 1.75% convertible senior notes due 2013 (the “2013 Notes” and, together with the 2011 Notes, the “Notes”) are convertible at the option of the holder through March 31, 2011. Upon conversion, we are obligated to pay cash up to the principal amount of the debt converted. We have the option to settle any conversion value in excess of the principal amount with cash, shares of our common stock, or a combination thereof.

Additionally, $1,725 of the Notes are due in November 2011. The remaining $1,725 of the Notes is due in November 2013. At maturity, we are obligated to pay cash up to the principal amount of the debt. We have the option to settle any conversion value in excess of the principal amount with cash, shares of our common stock, or a combination thereof.

In connection with the issuance of the Notes, we entered into separate convertible note hedge transactions with respect to our common stock. These will generally have the effect of offsetting the cash outlay which may be paid by EMC for the conversion value in excess of the principal amount.

 

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See Note E to the consolidated financial statements.

We have available for use a credit line of $50.0 in the United States. As of December 31, 2010, we had no borrowings outstanding on the line of credit. The credit line bears interest at the bank’s base rate and requires us, upon utilization of the credit line, to meet certain financial covenants with respect to limitations on losses. In the event the covenants are not met, the lender may require us to provide collateral to secure the outstanding balance. At December 31, 2010, we were in compliance with the covenants. As of December 31, 2010, the aggregate amount of liabilities of our subsidiaries was approximately $4,891.1.

At December 31, 2010, our total cash, cash equivalents, and short-term and long-term investments were $9,491.2. This balance includes approximately $3,323.6 held by VMware and $1,549.4 held by EMC in overseas entities.

Use of Non-GAAP Financial Measures and Reconciliations to GAAP Results

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 margin, net income and diluted earnings per share. EMC also assesses its financial performance by measuring its free cash flow which is also a non-GAAP financial measure. These non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of EMC’s financial performance or liquidity prepared in accordance with GAAP. EMC’s non-GAAP financial measures may be defined differently from time to time and may be defined differently than similar terms used by other companies, and accordingly, care should be exercised in understanding how EMC defines its non-GAAP financial measures.

EMC’s management uses the non-GAAP financial measures to gain an understanding of EMC’s comparative operating performance (when comparing such results with previous periods or forecasts) and future prospects and excludes these items from its internal financial statements for purposes of its internal budgets and each reporting segment’s financial goals. Free cash flow is defined as net cash provided by operating activities, less additions to property, plant and equipment and capitalized software development costs. These non-GAAP financial measures are used by EMC’s management in their financial and operating decision-making because management believes they reflect EMC’s ongoing business in a manner that allows meaningful period-to-period comparisons. EMC’s management believes that these non-GAAP financial measures provide useful information to investors and others (a) in understanding and evaluating EMC’s current operating performance and future prospects in the same manner as management does, if they so choose, and (b) in comparing in a consistent manner EMC’s current financial results with EMC’s past financial results.

Our non-GAAP operating results for the three months and year ended December 31, 2010 and 2009 were as follows:

 

     For the Three Months Ended     For the Year Ended  
     December 31,
2010
    December 31,
2009
    December 31,
2010
    December 31,
2009
 

Gross margin

   $ 3,028.4     $ 2,444.3     $ 10,271.4     $ 7,988.5  

Gross margin percentage

     61.9     59.6     60.4     57.0

Operating income

     1,243.0       916.5       3,738.0       2,445.2  

Operating income percentage

     25.4     22.4     22.0     17.4

Income tax provision

     249.8       168.2       824.0       452.1  

Net income attributable to EMC

     920.1       695.5       2,715.3       1,858.4  

Diluted earnings per share attributable to EMC

   $ 0.42     $ 0.33     $ 1.26     $ 0.90  

The improvements in the non-GAAP gross margin and non-GAAP gross margin percentage were attributable to higher sales volume, a change in mix attributable to higher margin product offerings and improved cost control. The improvements in the non-GAAP operating income and non-GAAP operating income percentage were attributable to an improved gross margin percentage and growing revenues faster than both our R&D and SG&A expenses. Non-GAAP R&D expenses, as a percentage of revenues, were 8.5% and 8.6% for the three months ended December 31, 2010 and 2009, respectively, and 9.4% and 10.0% for the year ended December 31, 2010 and 2009, respectively. Non-GAAP SG&A expenses, as a percentage of revenues, were 28.0% and 28.6% for the three months ended December 31, 2010 and 2009, respectively, and 29.0% and 29.5% for the year ended December 31, 2010 and 2009, respectively.

We also monitor our ability to generate free cash flow in relationship to our non-GAAP net income attributable to EMC. For the year ended December 31, 2010, our free cash flow was $3,440.5, an increase of 31.4% compared to the free cash flow generated for the year ended December 31, 2009. The free cash flow for the twelve months ended December 31, 2010 exceeded our non-GAAP net income attributable to EMC by $725.2.

 

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The reconciliation of the above financial measures from GAAP to non-GAAP is as follows:

 

    For the Three Months Ended December 31, 2010  
    GAAP     Provision
for
litigation
    Gain on
strategic
investments
    Restructuring
and
acquisition-
related
charges
    Special
tax charge
    Stock-based
compensation
    Intangible
asset
amortization
    Non-GAAP  

Gross margin

  $ 2,966.3     $      $      $      $      $ 28.9     $ 33.2     $ 3,028.4  

Operating income

    943.7                     43.5              185.4       70.4       1,243.0  

Income tax provision

    257.0                     6.8       (83.3     45.2       24.1       249.8  

Net income attributable to EMC

    628.6                     36.7       83.3       126.9       44.6       920.1  

Diluted earnings per share attributable to EMC

  $ 0.29     $      $      $ 0.02     $ 0.04     $ 0.06     $ 0.02     $ 0.42  
    For the Three Months Ended December 31, 2009  
    GAAP     Provision
for
litigation
    Gain on
strategic
investments
    Restructuring
and
acquisition-
related
charges
    Special
tax charge
    Stock-based
compensation
    Intangible
asset
amortization
    Non-GAAP  

Gross margin

  $ 2,377.6     $      $      $      $      $ 30.1     $ 36.5     $ 2,444.3  

Operating income

    587.6       57.5              23.9              181.6       65.9       916.5  

Income tax provision

    156.3       5.2              9.1       (60.7     36.8       21.4       168.2  

Net income attributable to EMC

    390.6       52.3              14.6       60.7       133.2       44.0       695.5  

Diluted earnings per share attributable to EMC

  $ 0.19     $ 0.03     $      $ 0.01     $ 0.03     $ 0.06     $ 0.02     $ 0.33  
    For the Year Ended December 31, 2010  
    GAAP     Provision
for
litigation
    Gain on
strategic
investments
    Restructuring
and
acquisition-
related
charges
    Special
tax charge
    Stock-based
compensation
    Intangible
asset
amortization
    Non-GAAP  

Gross margin

  $ 10,031.0     $      $      $      $      $ 108.7     $ 131.8     $ 10,271.4  

Operating income

    2,683.3                     84.4              685.1       285.3       3,738.0  

Income tax provision

    638.3                     10.7       (83.3     165.7       92.7       824.0  

Net income attributable to EMC

    1,900.0                     72.0       83.3       472.7       187.3       2,715.3  

Diluted earnings per share attributable to EMC

  $ 0.88     $      $      $ 0.03     $ 0.04     $ 0.22     $ 0.09     $ 1.26  
    For the Year Ended December 31, 2009  
    GAAP     Provision
for
litigation
    Gain on
strategic
investments
    Restructuring
and
acquisition-
related
charges
    Special
tax charge
    Stock-based
compensation
    Intangible
asset
amortization
    Non-GAAP  

Gross margin

  $ 7,744.9     $      $      $ 12.5     $      $ 99.4     $ 131.8     $ 7,988.5  

Operating income

    1,414.3       57.5              120.0              605.7       247.8       2,445.2  

Income tax provision

    252.8       5.2              35.9       (60.7     135.1       83.8       452.1  

Net income attributable to EMC

    1,088.1       52.3       (24.8     83.8       60.7       435.8       162.4       1,858.4  

Diluted earnings per share attributable to EMC

  $ 0.53     $ 0.03     $ (0.01   $ 0.04     $ 0.03     $ 0.21     $ 0.08     $ 0.90  

Free cash flow is defined as net cash provided by operating activities, less additions to property, plant and equipment and capitalized software development costs. EMC uses free cash flow, among other measures, to evaluate the ability of its operations to generate cash that is available for purposes other 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 operations. As free cash flow is not a measure of liquidity calculated in accordance with GAAP, free cash flow should be considered in addition to, but not as a substitute for, the analysis provided in the statements of cash flows.

 

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The reconciliation of the above free cash flow from GAAP to non-GAAP is as follows:

 

     For the Three Months Ended     For the Year Ended  
     December 31,
2010
    December 31,
2009
    December 31,
2010
    December 31,
2009
 

Cash Flow from Operations

   $ 1,512.2     $ 1,008.7     $ 4,548.8     $ 3,334.4  

Capital Expenditures

     (203.5     (134.0     (745.4     (411.6

Capitalized Software Development Costs

     (90.5     (82.1     (363.0     (304.5
                                

Free Cash Flow

   $ 1,218.2     $ 792.6     $ 3,440.5     $ 2,618.3  
                                

Free cash flow represents a non-GAAP measure related to operating cash flows. In contrast, our GAAP measures of cash flow consist of three components. These are cash flows provided by operating activities of $4,548.8 and $3,334.4 for the year ended December 31, 2010 and 2009, respectively, cash used in investing activities of $6,476.0 and $3,095.5 for the year ended December 31, 2010 and 2009, respectively, net cash used in financing activities of $243.8 for the year ended December 31, 2010 and net cash provided by financing activities of $211.9 for the year ended December 31, 2009.

All of the foregoing non-GAAP financial measures have limitations. Specifically, the non-GAAP financial measures that exclude the items noted above do not include all items of income and expense that affect EMC’s operations or cash flows. Further, these non-GAAP financial measures are not prepared in accordance with GAAP, may not be comparable to non-GAAP financial measures used by other companies and do not 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
     Unrealized
Gains
     Unrealized
(Losses)
    Aggregate
Fair Value
 

U.S. government and agency obligations

   $ 1,737.8      $ 11.3      $ (2.7   $ 1,746.4  

U.S. corporate debt securities

     1,239.3        13.6        (1.3     1,251.6  

High yield corporate debt securities

     421.5        18.3        (1.9     437.8  

Asset-backed securities

     34.7        0.2               34.9  

Municipal obligations

     1,095.3        3.8        (3.3     1,095.9  

Auction rate securities

     156.0                (9.9     146.0  

Foreign debt securities

     653.3        6.9        (0.7     659.4  
                                  

Total

   $ 5,337.8      $ 54.1      $ (19.8   $ 5,372.1  
                                  

Our investments are comprised primarily of debt securities that are classified as available for sale and recorded at their fair market values. At December 31, 2010, with the exception of our auction rate securities, the vast majority of our investments were priced by third-party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs. In the event observable inputs are not available, we assess other factors to determine the security’s market value, including broker quotes or model valuations. Each month, we perform independent price verifications of all of our holdings. In the event a price fails a pre-established tolerance check, it is researched so that we can assess the cause of the variance to determine what we believe is the appropriate fair market value.

For all of our securities where the amortized cost basis was greater than the fair value at December 31, 2010, we have concluded that currently we neither plan to sell the security nor is it more likely than not that we would be required to sell the security before its anticipated recovery. In making the determination as to whether the unrealized loss is other-than-temporary, we considered the length of time and extent the investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating, third party guarantees and the time to maturity.

 

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Off-Balance Sheet Arrangements, Contractual Obligations, Contingent Liabilities and Commitments

Contractual Obligations

We have various contractual obligations impacting our liquidity. The following represents our contractual obligations as of December 31, 2010:

 

     Payments Due By Period  
     Total      Less than 1 year      1-3 years*      3-5 years**      More than
5 years
 

Operating leases

   $ 1,291.9      $ 267.1      $ 544.7      $ 104.2      $ 375.9  

Convertible debt

     3,450.0        3,450.0                          

Product warranty obligations

     236.1                                  

Other long-term obligations, including notes payable and current portion of long-term obligations and post retirement obligations

     217.4        120.9        1.8        0.6        1.8  

Purchase orders

     1,236.6        1,189.0        47.6                  

Uncertain tax positions

     230.3                                  
                                            

Total

   $ 6,662.3      $ 5,027.0      $ 594.1      $ 104.8      $ 377.7  
                                            

 

*Includes payments from January 1, 2012 through December 31, 2014.

**Includes payments from January 1, 2015 through December 31, 2016.

As of December 31, 2010, we had $236.1 of product warranty obligations, $92.3 of long-term post retirement obligations and $230.3 of liabilities for uncertain tax positions. We are not able to provide a reasonably reliable estimate of the timing of future payments relating to these obligations. The purchase orders are for manufacturing and non-manufacturing related goods and services. While the purchase orders are generally cancellable without penalty, certain vendor agreements provide for percentage-based cancellation fees or minimum restocking charges based on the nature of the product or service. Our operating leases are primarily for office space around the world. We believe leasing such space in most cases is more cost-effective than purchasing real estate.

The convertible debt pertains to the 2011 Notes and the 2013 Notes. Holders may convert their Notes at their option on any day prior to the close of business on the scheduled trading day immediately preceding (i) September 1, 2011, with respect to the 2011 Notes, and (ii) September 1, 2013, with respect to the 2013 Notes, in each case only under the following circumstances: (1) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the price per Note of the applicable series for each day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such day; (2) during any calendar quarter, if the last reported sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; or (3) upon the occurrence of certain events specified in the Notes. Additionally, the Notes will become convertible during the last three months prior to the respective maturities of the 2011 Notes and the 2013 Notes.

Based upon the closing price of our common stock for the prescribed measurement period during the three months ended December 31, 2010, the contingent conversion threshold on the Notes was exceeded. As a result, the Notes are convertible at the option of the holder through March 31, 2011. Accordingly, since the terms of the Notes require the principal to be settled in cash, we reclassified from equity the portion of the Notes attributable to the conversion feature which had not yet been accreted to its face value and the Notes have been classified as a current liability. For the holders to be able to continue to convert the 2013 Notes, our closing stock price must exceed $20.90 for 20 out of the last 30 trading days of each future quarter. If this threshold is not met, the 2013 Notes will be reclassified to long-term debt.

We have no other off-balance sheet arrangements.

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, bid bonds and customs duties aggregating $106.0 as of December 31, 2010. The

 

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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 institutions. EMC and certain of its subsidiaries have also entered into arrangements with financial institutions in order to facilitate the management of currency risk. EMC has agreed to guarantee the obligations of its subsidiaries under these arrangements.

We enter into agreements in the ordinary course of business with, among others, customers, resellers, OEMs, systems integrators and distributors. Most of these agreements require us to indemnify the other party against third-party claims alleging that an EMC product infringes a patent and/or copyright. Certain agreements in which we grant limited licenses to specific EMC-trademarks require us to indemnify the other party against third-party claims alleging that the use of the licensed trademark infringes 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 have made certain guarantees regarding the performance of our systems to our customers. We have also made certain guarantees for the lease obligations of affiliated third parties.

We have agreements with certain vendors, financial institutions, lessors and service providers pursuant to which we have agreed to indemnify the other party for specified matters, such as acts and omissions of EMC, its employees, agents or representatives.

We have procurement or license agreements with respect to technology that is used in our products and agreements in which we obtain rights to a product from an OEM. Under some of these agreements, we have agreed to indemnify the supplier for certain claims that may be brought against such party with respect to our acts or omissions relating to the supplied products or technologies.

We have agreed to indemnify the directors, executive officers and certain other officers of EMC and our subsidiaries, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or officer.

In connection with certain acquisitions, we have agreed to indemnify the current and 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 or in accordance with indemnification or similar agreements entered into by the acquired company and such persons. In a substantial majority of instances, 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 on the above guarantees and indemnities at December 31, 2010 is not material.

Pension

We have a noncontributory defined benefit pension plan that was assumed as part of the Data General acquisition, which covers substantially all former Data General employees located in the United States. Certain of the former Data General foreign subsidiaries also have foreign retirement plans covering substantially all of their employees. All of these plans have been frozen resulting 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 ended December 31, 2010 was lowered from 8.25% to 6.75%. This rate represents the average of the expected long-term rates of return weighted by the plan’s assets as of December 31, 2010. The Company has begun to shift, and may continue to shift in the future, its asset allocation to lower the percentage of investments in equity securities and increase the percentage of investments in fixed-income securities. The effect of such a change results in a reduction to the long-term rate of return on plan assets and an increase in future pension expense consistent with the sensitivity described below. As of December 31, 2010, the ten-year historical rate of return on plan assets was 4.1% and the inception to date return on plan assets was 9.8%. In 2010 and 2009, we experienced a 12.6% and 25.1% gain on plan assets, respectively. Based upon current market conditions and the target allocation of the plan’s assets, the expected long-term rate of return for 2011 is 6.75%. A 25 basis point change in the expected long-term rate of return on the plan’s assets would have approximately a $0.9 impact on the 2011 pension expense. As of December 31, 2010, the pension plan had a $187.7 unrecognized actuarial loss that will be expensed over the average future working lifetime of active participants of 11.6 years. For the year ended December 31, 2010, the discount rate to determine the benefit obligation was 5.4%. This rate represents the average of the discount rate weighted by the plan’s liabilities as of December 31, 2010. The discount rate selected was based on highly rated long-term bond indices and yield curves that match the duration of the plan’s benefit obligations. The bond indices and yield curve analyses include only bonds rated AA or higher from a reputable rating agency. The discount rate reflects the rate at which the pension benefits could be effectively

 

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settled. A 25 basis point change in the discount rate would have approximately a $0.8 impact on the 2011 pension expense for all plans. Additionally, certain foreign subsidiaries have defined benefit pension plans. These foreign pension plans are excluded from this discussion because they do not have a material impact on our consolidated financial position or results of operations.

Critical Accounting Policies

Our consolidated financial statements are based on the selection and application of generally accepted accounting principles which require us to make estimates and assumptions about future events that affect the amounts reported in our financial statements and the accompanying notes. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our financial statements. We believe that the areas set forth below may involve a higher degree of judgment and complexity in their application than our other accounting policies and represent the critical accounting policies used in the preparation of our financial statements. If different assumptions or conditions were to prevail, the results could be materially different from our reported results. Our significant accounting policies are presented within Note A to the Consolidated Financial Statements.

Revenue Recognition

The application of the appropriate guidance within the Accounting Standards Codification to our revenue is dependent upon the specific transaction and whether the 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 and training, or a combination of these items. As our business evolves, the mix of products and services sold will impact the timing of when revenue and related costs are recognized. Additionally, revenue recognition involves judgments, including estimates of fair value and selling price in arrangements with multiples deliverables, assessments of expected returns and the likelihood of nonpayment. We analyze various factors, including a review of specific transactions, the credit-worthiness of our customers, our historical experience and market and economic conditions. Changes in judgments on these factors could materially impact the timing and amount of revenue and costs recognized. Should market or economic conditions deteriorate, our actual return experience could exceed our estimate.

Warranty Costs

We accrue for systems warranty costs at the time of shipment. We estimate systems warranty costs based upon historical experience, specific identification of system requirements and projected costs to service items under warranty. While we engage in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service delivery costs. To the extent that our actual systems warranty costs differed from our estimates by 5 percent, consolidated pre-tax income would have increased/decreased by approximately $11.8 and $13.6 in 2010 and 2009, respectively.

Asset Valuation

Asset valuation includes assessing the recorded value of certain assets, including accounts and notes receivable, investments, inventories, goodwill and other intangible assets. We use a variety of factors to assess valuation, depending upon the asset.

Accounts and notes receivable are evaluated based upon the credit-worthiness of our customers, our historical experience, the age of the receivable and current market and economic conditions. Should current market and economic conditions deteriorate, our actual bad debt experience could exceed our estimate.

The market value of our short- and long-term investments is based primarily upon the listed price of the security. At December 31, 2010, with the exception of our auction rate securities, the vast majority of our investments were priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs. In the event observable inputs are not available, we assess other factors to determine the security’s market value, including broker quotes or model valuations. Each month, we perform independent price verifications of all of our holdings. In the event a price fails a pre-established tolerance check, it is researched so that we can assess the cause of the variance to determine what we believe is the appropriate fair market value. In the event the fair market values that we determine are not accurate or we are unable to liquidate our investments in a timely manner, we may not realize the recorded value of our investments. We hold investments whose market value is below our cost. The determination of whether unrealized losses on investments are other-than-temporary is based upon the type of investments held, market conditions, financial condition and near-term prospects of the issuers, the time to maturity, length of the impairment, magnitude of the

 

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impairment and ability and intent to hold the investment to maturity. Should current market and economic conditions deteriorate, our ability to recover the cost of our investments may be impaired.

The recoverability of inventories is based upon the types and our levels of inventory held, forecasted demand, pricing, competition and changes in technology. Should current market and economic conditions deteriorate, our actual recovery could be less than our estimate.

Other intangible assets are evaluated based upon the expected period the asset will be utilized, forecasted cash flows, changes in technology and customer demand. Changes in judgments on any of these factors could materially impact the value of the asset. We perform an assessment of the recoverability of goodwill, at least annually, in the fourth quarter of each year. Our assessment is performed at the reporting unit level which, for certain of our operating segments, is one step below our segment level. For each assessment, we compare the market value of the reporting unit to its carrying value. We estimate fair value by employing different methodologies, including a comparison to comparable industry companies and several different discounted cash flow methodologies. At December 31, 2010, there was sufficient cushion between the market value of the reporting units compared to their carrying value so that we do not expect any near term change in the operating results that would cause an impairment. The determination of relevant comparable industry companies impacts our assessment of fair value. Should the operating performance of our reporting units change in comparison to these companies or should the valuation of these companies change, this could impact our assessment of the fair value of the reporting units. Our discounted cash flow analyses factor in assumptions on revenue and expense growth rates. These estimates are based upon our historical experience and projections of future activity, factoring in customer demand, changes in technology and a cost structure necessary to achieve the related revenues. Additionally, these discounted cash flow analyses factor in expected amounts of working capital and weighted average cost of capital. Changes in judgments on any of these factors could materially impact the value of the reporting unit.

Restructuring Charges

We recognized restructuring charges in 2010, 2009, 2008 and prior years. The restructuring charges include, among other items, estimated employee termination benefit costs, subletting of facilities and termination of various contracts. The amount of the actual obligations may be different than our estimates due to various factors, including market conditions, negotiations with third parties and finalization of severance agreements with employees. Should the actual amounts differ from our estimates, the amount of the restructuring charges could be materially impacted.

Accounting for Income Taxes

As part of the process of preparing our financial statements, we are required to estimate our provision for income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different treatment of items for tax and financial reporting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is more likely than not, do not establish a valuation allowance. In the event that actual results differ from these estimates, 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, for awards which are performance-based, we make estimates as to the probability of the underlying performance being achieved. Changes to these estimates and assumptions may have a significant impact on the value and timing of stock-based compensation expense recognized, which could have a material impact on our financial statements.

 

 

 

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ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to market risk, primarily from changes in foreign exchange rates, interest rates and credit risk. To manage the volatility relating to foreign exchange risk, we enter into various derivative transactions pursuant to our policies to hedge against known or forecasted market exposures.

Foreign Exchange Risk Management

As a multinational corporation, we are exposed to changes in foreign exchange rates. Any foreign currency transaction, defined as a transaction denominated in a currency other than the U.S. dollar, will be reported in U.S. dollars at the applicable exchange rate. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date and income and expense items are translated at average rates for the period. The primary foreign currency denominated transactions include revenue and expenses and the resultant accounts receivable and accounts payable balances are reflected on our balance sheet. Therefore, the change in the value of the U.S. dollar as compared to foreign currencies will have either a positive or negative effect on our financial position and results of operations. We enter into derivative contracts with the sole objective of decreasing the volatility of the impact of currency fluctuations. These exposures may change over time and could have a material adverse impact on our financial results. Historically, our primary exposure has related to sales denominated in the Euro, the Japanese yen and the pound sterling. Additionally, we have exposure to emerging market economies, particularly in Latin America and Southeast Asia. We use foreign currency forward and option contracts to manage the risk of exchange rate fluctuations. In all cases, we use these derivative instruments to reduce our foreign exchange risk by essentially creating offsetting market exposures. The success of the hedging program depends on our forecasts of transaction activity in the various currencies. To the extent that these forecasts are overstated or understated during periods of currency volatility, we could experience unanticipated currency gains or losses. The instruments we hold are not leveraged and are not held for trading or speculative purposes.

We have performed sensitivity analyses as of December 31, 2010, 2009 and 2008 based on scenarios in which market spot rates are hypothetically changed in order to produce a potential net exposure loss. The hypothetical change is based on a 10 percent strengthening or weakening in the U.S. dollar, whereby all other variables are held constant. The analyses include all of our foreign currency contracts outstanding as of December 31 for each year, as well as the offsetting underlying exposures. The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a foreign exchange loss of $3.6, $1.2 and $2.2 at December 31, 2010, 2009 and 2008, respectively.

Interest Rate Risk

We maintain an investment portfolio consisting of debt securities of various types and maturities. The investments are classified as available for sale and are all denominated in U.S. dollars. These securities are recorded on the balance sheet at market value, with any unrealized gain or temporary non-credit related loss recorded in other comprehensive loss. These instruments are not leveraged and are not held for trading purposes.

We employ a Historical Value-At-Risk calculation to calculate value-at-risk for changes in interest rates for our combined investment portfolios. This model assumes that the relationships among market rates and prices that have been observed daily over the last 180 days are valid for estimating risk over the next trading day. This model measures the potential loss in fair value that could arise from changes in interest rates, using a 95% confidence level and assuming a one-day holding period. The value-at-risk on the investment portfolios was $4.4 as of December 31, 2010 and $3.9 as of December 31, 2009. The average, high and low value-at-risk amounts for 2010 and 2009 were as follows:

 

     Average      High      Low  

2010

   $ 4.4      $ 6.7      $ 3.0  

2009

   $ 4.5      $ 5.2      $ 3.9  

The average value represents an average of the quarter-end values. The high and low valuations represent the highest and lowest values of the quarterly amounts.

Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist principally of bank deposits, money market investments, short- and long-term investments, accounts and notes receivable, and foreign currency exchange contracts. Deposits held with banks in the United States may exceed the amount of FDIC insurance provided on such deposits. Deposits held

 

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with banks outside the United States generally do not benefit from FDIC insurance. The majority of our day-to-day banking operations globally are maintained with Citibank. We believe that Citibank’s position as a primary clearing bank, coupled with the substantial monitoring of their daily liquidity, both by their internal processes and by the Federal Reserve and the FDIC, mitigate some of our risk.

Our money market investments are placed with money market funds that are 2a-7 qualified. Rule 2a-7, adopted by the SEC under the Investment Company Act of 1940, establishes strict standards for quality, diversity and maturity, the objective of which is to maintain a constant net asset value of a dollar. We limit our investments in money market funds to those that are primarily associated with large, money center financial institutions. Our short- and long-term investments are invested primarily in investment grade securities, and we limit the amount of our investment in any single issuer.

We provide credit to customers in the normal course of business. Credit is extended to new customers based upon checks of credit references, credit scores and industry reputation. Credit is extended to existing customers based on prior payment history and demonstrated financial stability. The credit risk associated with accounts and notes receivables is generally limited due to the large number of customers and their broad dispersion over many different industries and geographic areas. We establish an allowance for the estimated uncollectible portion of our accounts and notes receivable. The allowance was $60.5 and $51.1 at December 31, 2010 and 2009, respectively. We customarily sell the notes receivable we derive from our leasing activity. Generally, we do not retain any recourse on the sale of these notes. Our sales are generally dispersed to a large number of customers, minimizing the reliance on any particular customer or group of customers. Dell Inc., one of our channel partners, accounted for 11.5% of our revenues in 2008.

The counterparties to our foreign currency 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 from one or a limited number of qualified suppliers. If any of our suppliers were to cancel or materially change contracts or commitments with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose customer orders. We attempt to minimize this risk by finding alternative suppliers or maintaining adequate inventory levels to meet our forecasted needs.

 

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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

     42   

Report of Independent Registered Public Accounting Firm

     43   

Consolidated Balance Sheets at December 31, 2010 and 2009

     44   

Consolidated Income Statements for the years ended December 31, 2010, 2009 and 2008

     45   

Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008

     46   

Consolidated Statements of Shareholders’ Equity for the years ended December  31, 2010, 2009 and 2008

     47   

Consolidated Statements of Comprehensive Income for the years ended December 31, 2010, 2009 and 2008

     48   

Notes to Consolidated Financial Statements

     49   

Schedule:

  

Schedule II–Valuation and Qualifying Accounts

     S-1   

 

Note:

All other financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

 

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of EMC is responsible for establishing and maintaining adequate internal control over financial reporting. Internal 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 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 principles and includes those policies and procedures that:

 

   

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

   

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

   

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

EMC’s management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2010. In making this assessment, EMC’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.

Based on our assessment, EMC’s management determined that, as of December 31, 2010, EMC’s internal control over financial reporting is effective and operating at the reasonable assurance level based on those criteria.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as stated in their report which appears on page 43 of this Annual Report on Form 10-K.

 

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Report of Independent Registered Public Accounting Firm

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 at December 31, 2010 and December 31, 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these 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 that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note A to the consolidated financial statements, in 2010 the Company changed the manner in which it recognizes revenue with relation to multiple-element arrangements associated with tangible products containing software and non-software components that function together to deliver the product’s essential functionality.

As discussed in Note B to the consolidated financial statements, in 2009 the Company changed the manner in which it accounts for non-controlling interests. As discussed in Note E to the consolidated financials statements, in 2009 the Company changed the manner in which it accounts for convertible debt instruments. Also, as discussed in Note C to the consolidated financial statements, in 2009 the Company changed the manner in which it accounts for business combinations.

A company’s internal control over financial reporting is a process designed 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 principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 28, 2011

 

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EMC CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

     December 31,  
     2010     2009  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 4,119,138     $ 6,302,499  

Short-term investments

     1,256,175       392,839  

Accounts and notes receivable, less allowance for doubtful accounts of $57,385 and $47,414

     2,569,523       2,108,575  

Inventories

     856,405       886,289  

Deferred income taxes

     609,832       564,174  

Other current assets

     372,249       283,926  
                

Total current assets

     9,783,322       10,538,302  

Long-term investments

     4,115,918       2,692,323  

Property, plant and equipment, net

     2,528,432       2,224,346  

Intangible assets, net

     1,624,267       1,185,632  

Goodwill

     11,772,650       9,210,376  

Other assets, net

     1,008,695       961,024  
                

Total assets

   $ 30,833,284     $ 26,812,003  
                
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 1,062,600     $ 899,298  

Accrued expenses

     2,090,035       1,944,210  

Income taxes payable

     199,735       41,691  

Convertible debt

     3,214,771         

Deferred revenue

     2,810,873       2,262,968  
                

Total current liabilities

     9,378,014       5,148,167  

Income taxes payable

     265,549       235,976  

Deferred revenue

     1,853,263       1,373,798  

Deferred income taxes

     717,004       708,378  

Long-term convertible debt

            3,100,290  

Other liabilities

     217,449       184,920  
                

Total liabilities

     12,431,279       10,751,529  
                

Convertible debt (See Note E)

     235,229         

Commitments and contingencies (See Note M)

    

Shareholders’ equity:

    

Preferred stock, par value $0.01; authorized 25,000 shares; none outstanding

              

Common stock, par value $0.01; authorized 6,000,000 shares; issued and outstanding 2,069,246 and 2,052,441 shares

     20,692       20,524  

Additional paid-in capital

     3,816,681       3,875,791  

Retained earnings

     13,659,284       11,759,289  

Accumulated other comprehensive loss, net

     (92,617     (105,722
                

Total EMC Corporation’s shareholders’ equity

     17,404,040       15,549,882  

Non-controlling interest in VMware, Inc.

     762,736       510,592  
                

Total shareholders’ equity

     18,166,776       16,060,474  
                

Total liabilities and shareholders’ equity

   $ 30,833,284     $ 26,812,003  
                

The accompanying notes are an integral part of the consolidated financial statements.

 

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EMC CORPORATION

CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share amounts)

 

     For the Year Ended December 31,  
     2010     2009     2008  

Revenues:

      

Product sales

   $ 10,892,857     $ 8,828,145     $ 10,071,816  

Services

     6,122,269       5,197,765       4,804,347  
                        
     17,015,126       14,025,910       14,876,163  

Costs and expenses:

      

Cost of product sales

     4,882,031       4,406,187       4,663,667  

Cost of services

     2,102,114       1,874,824       1,990,127  

Research and development

     1,888,015       1,627,509       1,721,330  

Selling, general and administrative

     5,375,305       4,595,625       4,601,588  

Restructuring and acquisition-related charges

     84,375       107,490       244,735  

In-process research and development

                   85,780  
                        

Operating income

     2,683,286       1,414,275       1,568,936  

Non-operating income (expense):

      

Investment income

     142,536       140,430       247,049  

Interest expense

     (178,345     (182,499     (176,355

Other income (expense), net

     (39,494     2,370       (39,405
                        

Total non-operating income (expense)

     (75,303     (39,699     31,289  
                        

Income before provision for income taxes

     2,607,983       1,374,576       1,600,225  

Income tax provision

     638,297       252,775       280,396  
                        

Net income

     1,969,686       1,121,801       1,319,829  

Less: Net income attributable to the non-controlling interest in VMware, Inc.  

     (69,691     (33,724     (44,725
                        

Net income attributable to EMC Corporation

   $ 1,899,995     $ 1,088,077     $ 1,275,104  
                        

Net income per weighted average share, basic attributable to EMC Corporation common shareholders

   $ 0.92     $ 0.54     $ 0.62  
                        

Net income per weighted average share, diluted attributable to EMC Corporation common shareholders

   $ 0.88     $ 0.53     $ 0.61  
                        

Weighted average shares, basic

     2,055,959       2,022,371       2,048,506  
                        

Weighted average shares, diluted

     2,147,931       2,055,146       2,079,853  
                        

The accompanying notes are an integral part of the consolidated financial statements.

 

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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

  $ 17,585,447     $ 14,647,691     $ 15,378,081  

Cash paid to suppliers and employees

    (12,830,684     (11,032,859     (11,747,031

Dividends and interest received

    102,912       109,525       240,031  

Interest paid

    (76,711     (73,430     (73,695

Income taxes paid

    (232,121     (316,542     (232,298
                       

Net cash provided by operating activities

    4,548,843       3,334,385       3,565,088  
                       

Cash flows from investing activities:

     

Additions to property, plant and equipment

    (745,412     (411,579     (695,899

Capitalized software development costs

    (362,956     (304,520     (294,973

Purchases of short- and long-term available-for-sale securities

    (6,321,535     (5,409,540     (3,318,545

Sales of short- and long-term available-for-sale securities

    3,625,260       5,171,449       3,189,547  

Maturities of short- and long-term available-for-sale securities

    437,297       704,653       204,091  

Business acquisitions, net of cash acquired

    (3,194,611     (2,664,141     (725,521

Decrease (increase) in strategic and other related investments

    85,908       (182,994     (5,510

Other

           1,184       31,878  
                       

Net cash used in investing activities

    (6,476,049     (3,095,488     (1,614,932
                       

Cash flows from financing activities:

     

Issuance of EMC’s common stock

    780,732       366,361       241,060  

Issuance of VMware’s common stock from the exercise of stock options

    431,306       227,666       190,107  

Repurchase of EMC’s common stock

    (999,924            (1,489,501

Purchase of VMware’s common stock

    (399,224            (13,259

VMware repurchase of VMware’s common stock

    (338,527              

Proceeds from securities lending

                  412,321  

Repayments of proceeds from securities lending

           (412,321       

Excess tax benefits from stock-based compensation

    281,872       46,082       97,705  

Payment of long-term and short-term obligations

    (4,128     (20,835     (6,151

Proceeds from long-term and short-term obligations

    4,066       4,969       33,707  
                       

Net cash (used in) provided by financing activities

    (243,827     211,922       (534,011
                       

Effect of exchange rate changes on cash

    (12,328     7,995       (54,671
                       

Net (decrease) increase in cash and cash equivalents

    (2,183,361     458,814       1,361,474  

Cash and cash equivalents at beginning of year

    6,302,499       5,843,685       4,482,211  
                       

Cash and cash equivalents at end of year

  $ 4,119,138     $ 6,302,499     $ 5,843,685  
                       

Reconciliation of net income to net cash provided by operating activities:

     

Net income

  $ 1,969,686     $ 1,121,801     $ 1,319,829  

Adjustments to reconcile net income to net cash provided by operating activities:

     

Depreciation and amortization

    1,167,550       1,073,135       1,057,511  

Non-cash interest expense on convertible debt

    105,649       108,347       102,581  

Non-cash restructuring and other special charges

    6,861       25,050       139,193  

Stock-based compensation expense

    667,728       600,537       501,439  

Provision for doubtful accounts

    18,965       14,351       34,667  

Deferred income taxes, net

    (49,787     27,198       4,629  

Excess tax benefits from stock-based compensation

    (281,872     (46,082     (97,705

Gain on Data Domain and SpringSource common stock

           (25,822       

Other

    (21,250     (13,906     (13,471

Changes in assets and liabilities, net of acquisitions:

     

Accounts and notes receivable

    (405,758     241,069       73,184  

Inventories

    (114,111     (158,482     165,813  

Other assets

    (54,469     3,600       (16,178

Accounts payable

    154,496       140,376       (148,821

Accrued expenses

    4,162       (80,642     8,688  

Income taxes payable

    455,964       (91,142     44,821  

Deferred revenue

    957,114       366,361       394,067  

Other liabilities

    (32,085     28,636       (5,159
                       

Net cash provided by operating activities

  $ 4,548,843     $ 3,334,385     $ 3,565,088  
                       

Non-cash investing and financing activity:

     

Issuance of common stock and stock options exchanged in business acquisitions

  $ 28,668     $ 83,780     $ 4,057  

The accompanying notes are an integral part of the consolidated financial statements.

 

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EMC CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

 

    Common Stock     Additional
Paid-in
Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive
Loss
    Non-
controlling
Interest in
VMware
    Shareholders’
Equity
 
             
  Shares     Par Value            

Balance, January 1, 2008

    2,102,187     $ 21,022     $ 3,462,673     $ 9,396,108     $ (8,449   $ 188,988     $ 13,060,342  

Stock issued through stock option and stock purchase plans

    23,538       234       240,826                            241,060  

Tax benefit from stock options exercised

                  109,236                            109,236  

Restricted stock grants, cancellations and withholdings, net

    (633     (6     (56,035                          (56,041

Repurchase of common stock

    (112,154     (1,121     (1,488,380                          (1,489,501

Repurchase of VMware common stock from Cisco

                  (13,259                          (13,259

Stock options issued in business acquisitions

                  4,057                            4,057  

Stock-based compensation

                  531,086                            531,086  

Impact from equity transactions of VMware, Inc.  

                  26,850                     93,794       120,644  

Actuarial loss on pension plan, net of tax benefit of $55,680

                                (94,563            (94,563

Change in market value of investments

                                (37,715            (37,715

Change in market value of derivatives

                                (1,145            (1,145

Translation adjustment

                                (38,080            (38,080

Net income

                         1,275,104              44,725       1,319,829  
                                                       

Balance, December 31, 2008

    2,012,938       20,129       2,817,054       10,671,212       (179,952     327,507       13,655,950  

Stock issued through stock option and stock purchase plans

    38,729       387       365,974                            366,361  

Tax benefit from stock options exercised

                  33,967                            33,967  

Restricted stock grants, cancellations and withholdings, net

    774       8       (55,310                          (55,302

Stock options issued in business acquisitions

                  83,780                            83,780  

Stock-based compensation

                  604,757                            604,757  

Impact from equity transactions of VMware, Inc.  

                  25,569                     148,522       174,091  

Actuarial gain on pension plan, net of tax of $13,092

                                21,877              21,877  

Change in market value of investments

                                34,216       839       35,055  

Change in market value of derivatives

                                3,187              3,187  

Translation adjustment

                                14,950              14,950  

Net income

                         1,088,077              33,724       1,121,801  
                                                       

Balance, December 31, 2009

    2,052,441       20,524       3,875,791       11,759,289       (105,722     510,592       16,060,474  

Stock issued through stock option and stock purchase plans

    63,710       637       780,095                            780,732  

Tax benefit from stock options exercised

                  288,749                            288,749  

Restricted stock grants, cancellations and withholdings, net

    5,762       58       (66,180                          (66,122

Repurchase of common stock

    (52,667     (527     (999,397                          (999,924

EMC purchase of VMware stock

                  (353,915                   (45,309     (399,224

Stock options issued in business acquisitions

                  28,668                            28,668  

Stock-based compensation

                  684,276                            684,276  

Impact from equity transactions of VMware, Inc.  

                  (186,177                   224,669       38,492  

Actuarial loss on pension plan, net of tax benefit of $1,392

                                (4,057            (4,057

Change in market value of investments

                                29,941       3,093       33,034  

Change in market value of derivatives

                                (8,145            (8,145

Translation adjustment

                                (4,634            (4,634

Reclassification of convertible debt to mezzanine (Note E)

                  (235,229                          (235,229

Net income

                         1,899,995              69,691       1,969,686  
                                                       

Balance, December 31, 2010

    2,069,246     $ 20,692     $ 3,816,681     $ 13,659,284     $ (92,617   $ 762,736     $ 18,166,776  
                                                       

The accompanying notes are an integral part of the consolidated financial statements.

 

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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 and other postretirement plans, net of taxes (benefits) of $(1,392), $13,092 and $(55,680)

     (4,057     21,877       (94,563

Foreign currency translation adjustments

     (4,634     14,950       (38,080

Changes in market value of investments, including unrealized gains (losses) and reclassification adjustments to net income, net of taxes (benefits) of $19,756, $23,381 and $(25,025)

     33,034       35,055       (37,715

Changes in market value of derivatives, net of taxes (benefits) of $(4,002), $707 and $(127)

     (8,145     3,187       (1,145
                        

Other comprehensive income (loss)

     16,198       75,069       (171,503
                        

Comprehensive income

     1,985,884       1,196,870       1,148,326  

Less: Net income attributable to the non-controlling interest in VMware, Inc.  

     (69,691     (33,724     (44,725

Less: Other comprehensive income attributable to the non-controlling interest in VMware, Inc.  

     (3,093     (839       
                        

Comprehensive income attributable to EMC Corporation

   $ 1,913,100     $ 1,162,307     $ 1,103,601  
                        

The accompanying notes are an integral part of the consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. Summary of Significant Accounting Policies

Company

EMC Corporation (“EMC”) and its subsidiaries develop, deliver and support the Information Technology (“IT”) industry’s broadest range of information infrastructure and virtual infrastructure technologies, solutions and services.

EMC’s Information Infrastructure business provides a foundation for organizations to store, manage, protect and secure their vast and ever-increasing quantities of information, improve business agility, lower cost of ownership and enhance their competitive advantage within traditional data centers, virtual data centers and cloud-based IT infrastructures. EMC’s Information Infrastructure business comprises three segments – Information Storage, RSA Information Security and Information Intelligence Group.

EMC’s VMware Virtual Infrastructure business, which is represented by EMC’s majority equity stake in VMware, Inc. (“VMware”), is the leading provider of virtualization and cloud infrastructure software solutions.

Accounting Principles

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

These consolidated financial statements include the accounts of EMC, its wholly-owned subsidiaries and VMware, a company that is majority-owned by EMC. All intercompany transactions have been eliminated.

EMC’s interest in VMware was approximately 80% and 81% as of December 31, 2010 and 2009, respectively. VMware’s financial results have been consolidated with that of EMC for all periods presented as EMC is VMware’s controlling stockholder. The portion of the results of operations of VMware allocable to its other owners is shown as net income attributable to the non-controlling interest in VMware, Inc. on EMC’s consolidated income statements. Additionally, the cumulative portion of the results of operations of VMware allocable to its other owners, along with the interest in the net assets of VMware attributable to those 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 liabilities, the reported amounts of revenues and expenses during the reporting period and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Revenue Recognition

We derive revenue from sales of information systems, software and services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. This policy is applicable to all sales, including sales to resellers and end users. Product is considered delivered to the customer once it has been shipped or electronically delivered and risk of loss has been transferred. For most of our product sales, these criteria are met at the time the product is shipped. The following summarizes the major terms of our contractual relationships with our customers and the manner in which we account for sales transactions.

 

   

Systems sales

Systems sales consist of the sale of hardware storage, required storage operating systems and hardware-related devices. Revenue for hardware is generally recognized upon shipment.

 

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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, information security, information management and intelligence and server virtualization capabilities. Revenue for software is generally recognized upon shipment or electronic delivery. License revenue from royalty payments is recognized upon either receipt of final royalty reports or payments from third parties.

 

   

Services revenue

Services revenue consists of installation services, professional services, software maintenance, hardware maintenance and training.

EMC recognizes revenue from fixed-price support or maintenance contracts sold for both hardware and software, including extended warranty contracts, ratably over the contract period and recognizes the costs associated with these contracts as incurred. Generally, installation and professional services are not considered essential to the functionality of our products as these services do not alter the product capabilities and may be performed by our customers or other vendors. Installation services revenues are recognized as the services are being performed. Professional services revenues on engagements for which reasonably dependable estimates of progress toward completion are capable of being made are recognized as earned based upon the hours incurred. Where services are considered essential to the functionality of our products, revenue for the products and services is recorded over the service period. Professional services engagements that are on a time and materials basis are recognized based upon hours incurred. Revenues on all other professional services engagements are recognized upon completion.

 

   

Multiple element arrangements

When more than one element, such as hardware, software and services are contained in a single arrangement, we first allocate revenue based upon the relative selling price into two categories: (1) non-software components, such as hardware and any hardware-related items, such as required software that functions with the hardware to deliver the essential functionality of the hardware and related post-contract customer support and other services and (2) software components, such as optional software application programs and related items, such as post-contract customer support and other services. We then allocate revenue within the non-software category to each element based upon their relative selling price using estimated selling prices (“ESP”) if vendor-specific objective evidence (“VSOE”) or third-party evidence of selling price (“TPE”) does not exist. We allocate revenue within the software category to the undelivered elements based upon their fair value using VSOE with the residual revenue allocated to the delivered elements. If we cannot objectively determine the fair value of any undelivered element, we defer revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements.

We limit the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services.

Customers under software maintenance agreements are entitled to receive updates and upgrades on a when-and-if-available basis, and various types of technical support based on the level of support purchased. In the event specific features or functionality, entitlements, or the release number of an upgrade or new product have been announced but not delivered, and customers will receive that upgrade or new product as part of a current software maintenance contract, a specified upgrade is deemed created and product revenues are deferred on purchases made after the announcement date until delivery of the upgrade or new product. The amount and elements to be deferred are dependent on whether we have established VSOE of fair value for the upgrade or new product. On occasion, VSOE of fair value of these upgrades or new products is established based upon the price set by management. We have a history of selling such upgrades or new products on a stand-alone basis.

 

   

Shipping terms

Our sales contracts generally provide for the customer to accept risk of loss when the product leaves our facilities. When shipping terms or local laws do not allow for passage of risk of loss at shipping point, we defer recognizing revenue until risk of loss transfers to the customer.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

   

Leases

Revenue from sales-type leases is recognized at the net present value of future lease payments. Revenue from operating leases is recognized over the lease period.

 

   

Other

We accrue for the estimated costs of systems’ warranty at the time of sale. We reduce revenue for estimated sales returns at the time of sale. Systems’ warranty costs are estimated based upon our historical experience and specific identification of systems’ requirements. Sales returns are estimated based upon our historical experience and specific identification of probable returns. For our Iomega business, 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, including education and training, which are recognized as delivered.

Shipping and Handling Costs

Shipping and handling costs are classified in cost of product sales.

Foreign Currency Translation

The local currency is the functional currency of the majority of our subsidiaries. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average rates for the period.

Gains and losses from foreign currency transactions are included in other expense, net, and consist of net losses of $4.5 million in 2010, $21.2 million in 2009 and $28.4 million in 2008. Foreign currency translation adjustments are included in other comprehensive income (loss).

Derivatives

We use derivatives to hedge foreign currency exposures related to foreign currency denominated assets and liabilities and forecasted revenue and expense transactions.

We hedge our exposure in foreign currency denominated monetary assets and liabilities with foreign currency forward and option contracts. Since these derivatives hedge existing exposures that are denominated in foreign currencies, the contracts do not qualify for hedge accounting. Accordingly, these outstanding non-designated derivatives are recognized on the balance sheet at fair value and the changes in fair value from these contracts are recorded in other expense, net, in the consolidated income statement. These derivative contracts mature in less than one year.

We also use foreign currency forward and option contracts to hedge our exposure on a portion of our forecasted revenue and expense transactions. These derivatives are designated as cash flow hedges and we did not have any derivatives designated as fair value hedges as of December 31, 2010. All outstanding derivatives are recognized on the balance sheet at fair value and changes in their fair value are recorded in accumulated other comprehensive loss until the underlying forecasted transactions occur. To achieve hedge accounting, certain criteria must be met, which includes (i) ensuring at the inception of the hedge that formal documentation exists for both the hedging relationship and the entity’s risk management objective and strategy for undertaking the hedge and (ii) at the inception of the hedge and on an ongoing basis, the hedging relationship is expected to be highly effective in achieving 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 at a minimum on a quarterly basis. Absent meeting these criteria, changes in fair value are recognized currently in other expense, net, in the consolidated income statement. Once the underlying forecasted transaction is realized, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive loss to the consolidated income statement, in the related revenue or expense caption, as appropriate. In the event the underlying forecasted transaction does not occur, the amount recorded in accumulated other comprehensive loss will be reclassified to other expense, net, in the consolidated income statement in the then-current period. Any ineffective portion of the derivatives

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

designated as cash flow hedges is recognized in current earnings. The ineffective portion of the derivatives includes gains or losses associated with differences between actual and forecasted amounts. Our cash flow hedges generally mature within six months or less. The notional amount of cash flow hedges outstanding as of December 31, 2010, 2009 and 2008 were $152 million, $108 million and $149 million, respectively.

We do not engage in currency speculation. For purposes of presentation within the consolidated statement of cash flows, derivative gains and losses are presented within net cash provided by operating activities.

In 2010, EMC entered into interest rate swap contracts with an aggregate notional amount of approximately $900 million. These swaps were designated as cash flow hedges of the forecasted issuance of debt in 2011 when our $1.725 billion 1.75% convertible senior notes become due. As such, the gain or loss on these hedges will be recognized in other comprehensive loss until the underlying exposure is realized.

Our derivatives and their related activities are not material to our Consolidated Balance Sheet or Consolidated Income Statement.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with a maturity of ninety days or less at the 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, respectively. See Note F.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for the estimated probable losses on uncollectible accounts and notes receivable. The allowance is based upon the creditworthiness of our customers, our historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance account. The allowance for doubtful accounts is maintained against both our current and non-current accounts and notes receivable balances. The balances in the allowance accounts at December 31, 2010 and 2009 were as follows (table in thousands):

 

     December 31,  
     2010      2009  

Current

   $ 57,385      $ 47,414  

Non-current (included in other assets, net)

     3,150        3,700  
                 
   $ 60,535      $ 51,114  
                 

Investments

Unrealized gains and temporary loss positions on investments classified as available-for-sale are included within accumulated other comprehensive income (loss), net of any related tax effect. Upon realization, those amounts are reclassified from accumulated other comprehensive income (loss) to investment income. Realized gains and losses and other-than-temporary impairments are reflected in the consolidated income statement in investment income.

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market, not in excess of net realizable value.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Buildings under development are included in building construction in progress. Depreciation commences upon placing the asset in service and is recognized on a straight-line basis over the estimated useful lives of the assets, as follows:

 

Furniture and fixtures

     5-7 years   

Equipment and software

     2-5 years   

Improvements

     5-15 years   

Buildings

     10-51 years   

 

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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, are expensed as incurred.

Research and Development and Capitalized Software Development Costs

Research and development (“R&D”) costs are expensed as incurred. R&D costs include salaries and benefits, consultants, facilities related costs, material costs, depreciation and travel. Software development costs incurred subsequent to establishing technological feasibility through the general release of the software products are capitalized. Technological feasibility is demonstrated by the completion of a detailed program design or working model, if no program design is completed. GAAP requires that annual amortization expense of the capitalized software development costs be the greater of the amounts computed using the ratio of gross revenue to a products’ total current and anticipated revenues, or the straight-line method over the products’ remaining estimated economic life. Capitalized costs are amortized over periods ranging from eighteen months to two years which represents the products’ estimated economic life. Unamortized software development costs were $566.0 million and $481.1 million at December 31, 2010 and 2009, respectively, and are included in other assets, net. Amortization expense was $314.6 million, $283.0 million and $230.3 million in 2010, 2009 and 2008, respectively. Amounts capitalized were $399.5 million, $329.1 million and $326.5 million in 2010, 2009 and 2008, respectively. The amounts capitalized include stock-based compensation which is not reflected in the consolidated statement of cash flow as it is a non-cash item.

Long-lived Assets

Purchased intangible assets, other than goodwill, are amortized over their estimated useful lives which range from one to seventeen years. Intangible assets include goodwill, developed technology, trademarks and tradenames, customer relationships and customer lists, software licenses, patents, in-process research and development (“IPR&D”) and other intangible assets, which include backlog, non-competition agreements and non-solicitation agreements. The intangible assets are amortized based on the pattern in which the economic benefits of the intangible assets are estimated to be realized. Goodwill is not amortized and is carried at its historical cost.

We periodically review our long-lived assets for impairment. We initiate reviews for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test, other than goodwill, is based on a comparison of the undiscounted cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its estimated fair value.

We test goodwill for impairment in the fourth quarter of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The test is based on a comparison of the reporting unit’s book value to its estimated fair market value.

Investments in Joint Ventures

Investments in joint ventures are accounted for under the equity method. Our portion of the gains and losses are recognized in the Other Income (Expense) line in the Consolidated Income Statements.

Advertising

Advertising costs are expensed as incurred. Advertising expense was $40.1 million, $23.5 million and $19.2 million in 2010, 2009 and 2008, respectively.

Legal Costs

Legal costs incurred in connection with loss contingencies are recognized when the costs are probable of occurrence and can be reasonably estimated.

Income Taxes

Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which the differences are

 

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EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

expected to reverse. Tax credits are generally recognized as reductions of income tax provisions in the year in which the credits arise. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some or all 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 be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement.

We do not provide for a U.S. income tax liability on undistributed earnings of our foreign subsidiaries. The earnings of non-U.S. subsidiaries, which reflect full provision for non-U.S. income taxes, are currently indefinitely reinvested in non-U.S. operations or are expected to be remitted substantially free of additional tax.

Sales Taxes

Sales and other taxes collected from customers and subsequently remitted to government authorities are recorded as cash or accounts receivable with a corresponding offset recorded to sales taxes payable. These balances are removed from the consolidated balance sheet as cash is collected from the customers and remitted to the tax authority.

Earnings Per Share

Basic net income per share is computed using the weighted average number of shares of our common stock outstanding during the period. Diluted net income per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of stock options, unvested restricted stock and restricted stock units, the shares issuable under our $1.725 billion 1.75% convertible senior notes due 2011 (the “2011 Notes”), our $1.725 billion 1.75% convertible senior notes due 2013 (the “2013 Notes” and, together with the 2011 Notes, the “Notes”), and the associated warrants. See Note E for further information regarding the Notes and the associated warrants and Note N for further information regarding the calculation of diluted net income per weighted average share. Additionally, for purposes of calculating diluted net income per common share, net income is adjusted for the difference between VMware’s reported diluted and basic earnings per share, if any, multiplied by the number of shares of VMware held by EMC.

Retirement Benefits

Pension cost for our domestic defined benefit pension plan is funded to the extent that current pension cost is deductible for U.S. Federal tax purposes and to comply with the Employee Retirement Income Security Act and the General Agreement on Tariff and Trade Bureau additional minimum funding requirements. Net pension cost for our international defined benefit pension plans are generally funded as accrued.

Concentrations of Risks

Financial instruments that potentially subject us to concentration of credit risk consist principally of bank deposits, money market investments, short- and long-term investments, accounts and notes receivable, and foreign currency exchange contracts. Deposits held with banks in the United States may exceed the amount of FDIC insurance provided on such deposits. Deposits held with banks outside the United States generally do not benefit from FDIC insurance. The majority of our day-to-day banking operations globally are maintained with Citibank. We believe that Citibank’s position as a primary clearing bank, coupled with the substantial monitoring of their daily liquidity, both by their internal processes and by the Federal Reserve and the FDIC, mitigate some of our risk.

Our money market investments are placed with money market funds that are 2a-7 qualified. Rule 2a-7, adopted by the SEC under the Investment Company Act of 1940, establishes strict standards for quality, diversity and maturity, the objective of which is to maintain a constant net asset value of a dollar. We limit our investments in money market funds to those that are primarily associated with large, money center financial institutions. Our short- and long-term investments are invested primarily in investment grade securities, and we limit the amount of our investment in any single issuer.

 

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EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

We provide credit to customers in the normal course of business. Credit is extended to new customers based upon checks of credit references, credit scores and industry reputation. Credit is extended to existing customers based on prior payment history and demonstrated financial stability. The credit risk associated with accounts and notes receivables is generally limited due to the large number of customers and their broad dispersion over many different industries and geographic areas. We establish an allowance for the estimated uncollectible portion of our accounts and notes receivable. The allowance was $60.5 million and $51.1 million at December 31, 2010 and 2009, respectively. We customarily sell the notes receivable we derive from our leasing activity. Generally, we do not retain any recourse on the sale of these notes. Our sales are generally dispersed among a large number of customers, minimizing the reliance on any particular customer or group of customers. Dell Inc., one of our channel partners, accounted for 11.5% of our revenues in 2008.

The counterparties to our foreign currency 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 from one or a limited number of qualified suppliers. If any of our suppliers were to cancel or materially change contracts or commitments with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose customer orders. We attempt to minimize this risk by finding alternative suppliers or maintaining adequate inventory levels to meet our forecasted needs.

Accounting for Stock-Based Compensation

We have selected the Black-Scholes option-pricing model to determine the fair value of our stock option awards. For stock options, restricted stock and restricted stock units, we recognize compensation cost on a straight-line basis over the awards’ vesting periods for those awards which contain only a service vesting feature. For awards with a performance condition vesting feature, when achievement of the performance condition is deemed probable, we recognize compensation cost on a graded-vesting basis over the awards’ expected vesting periods.

New Accounting Guidance Recently Adopted

In September 2009, the FASB amended the accounting standards for revenue recognition to exclude tangible products containing software components and non-software components that function together to deliver the product’s essential functionality from the scope of industry specific software revenue recognition guidance. Additionally, the FASB also amended the accounting standards for multiple deliverable revenue arrangements to provide for how the deliverables in an arrangement should be separated and how the consideration should be allocated using the relative selling price method. This guidance requires an entity to allocate revenue in an arrangement using ESP of deliverables if a vendor does not have VSOE or TPE and effectively eliminates use of the residual method in such cases.

We elected to early adopt this accounting guidance at the beginning of our first quarter of 2010 on a prospective basis for applicable transactions originating or materially modified after January 1, 2010.

For the year ended December 31, 2009, pursuant to the previous guidance of revenue arrangements with multiple deliverables, we allocated revenue to each undelivered element based upon their fair values and then allocated the residual revenue to the delivered elements. Where the fair value for an undelivered element could not be determined, we deferred revenue for the delivered elements until the undelivered elements were delivered or the fair value was determinable for the remaining undelivered elements. We limited the amount of revenue recognition for delivered elements to the amount that was not contingent on the future delivery of 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 components and non-software components that function together to deliver the product’s essential functionality, the difference of applying the relative selling price method to such transactions under the new guidance, as compared to the residual method under the previous guidance, was insignificant. Our undelivered elements are typically software-related services which we account for utilizing VSOE to determine fair value. Our assessment considered that the amounts recorded as revenue for delivered elements are limited to the amounts not contingent on the future delivery of products or services.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 

The new accounting guidance for revenue recognition is not expected to have a significant effect on revenue when applied to our multiple element arrangements based on our current go-to-market strategies due to the existence of VSOE of fair value for the typical undelivered elements in most of our product and service offerings in the future.

The new accounting standards, if applied to the year ended December 31, 2009, would not have had a material impact on our revenue for that year.

B. Non-controlling Interest in VMware, Inc.

The non-controlling interests’ share of equity in VMware is reflected as Non-controlling interest in VMware, Inc. in the accompanying consolidated balance sheets and was $762.7 million and $510.6 million as of December 31, 2010 and 2009, respectively. At December 31, 2010, EMC held approximately 97% of the combined voting power of VMware’s outstanding common stock and approximately 80% of the economic interest in VMware.

The effects of changes in our ownership interest in VMware on our equity were as follows (table in thousands):

 

     For the Twelve Months Ended  
     December 31, 2010     December 31, 2009  

Net income attributable to EMC Corporation

   $ 1,899,995     $ 1,088,077  

Transfers (to) from the non-controlling interest in VMware, Inc.:

    

Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity issuances

     151,274       85,226  

Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other equity activity

     (337,451     (59,657
                

Net transfers (to) from non-controlling interest

     (186,177     25,569  
                

Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.  

   $ 1,713,818     $ 1,113,646  
                

C. Acquisitions

2010 Acquisitions

Acquisition of Isilon Systems, Inc.

In the fourth quarter of 2010, we acquired all of the outstanding capital stock of Isilon Systems, Inc. (“Isilon”), a “scale-out NAS” (network attached storage) systems company. This acquisition further complements and expands our Information Storage business.

The purchase price for Isilon, net of cash and investments, was $2,327.9 million, which consisted of $2,301.1 million of cash consideration and $26.8 million for the fair value of our stock options granted in exchange for existing Isilon options. We incurred $0.6 million 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 price has been allocated to the assets acquired and the liabilities assumed based on estimated fair values as of the acquisition date.

 

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The following represents the allocation of the Isilon purchase price (table in thousands):

 

Trade accounts receivable (approximates contractual value)

   $ 38,565  

Other current assets

     17,448  

Property and equipment

     8,678  

Intangible assets:

  

Developed technology (weighted-average useful life of 3.1 years)

     115,300  

Customer maintenance relationships (weighted-average useful life of 6.6 years)

     142,900  

Customer product relationships (weighted-average useful life of 4.3 years)

     159,600  

Tradename (weighted-average useful life of 2.4 years)

     7,700  

IPR&D

     43,900  
        

Total intangible assets

     469,400  

Goodwill

     1,974,536  

Current liabilities

     (51,910

Income tax payable

     (272

Deferred revenue

     (37,800

Deferred income taxes

     (90,758
        

Total purchase price

   $ 2,327,887  
        

The total weighted-average amortization period for intangible assets is 4.6 years. The intangible assets are being amortized over the pattern in which the economic benefits of the intangible assets are being utilized, which in general reflects the cash flows generated from such assets. The goodwill associated with this acquisition is reported within our Information Storage segment. None of the goodwill is deductible for tax purposes. The goodwill results from expected synergies from the transaction, including complementary products that will enhance our overall product portfolio, which we believe will result in incremental revenue and profitability.

Other 2010 Acquisitions

In the first quarter of 2010, we acquired all of the outstanding capital stock of Archer Technologies, LLC, a provider of governance, risk and compliance software. This acquisition complements and expands our RSA Information Security segment. Additionally, VMware acquired two businesses, Zimbra and RTO Software, Inc.

In the second quarter of 2010, VMware acquired two businesses, Rabbit Technologies, Ltd. and GemStone Systems, Inc.

In the third quarter of 2010, we acquired all of the outstanding capital stock of Greenplum, Inc., a provider of disruptive data warehousing technology. This acquisition complements and expands our Information Storage segment. Additionally, VMware acquired two businesses, Integrien and Tricipher.

In the fourth quarter of 2010, we acquired all of the capital stock of Bus-Tech, Inc., a provider of information infrastructure solutions. This acquisition complements and expands 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 resulted in goodwill of $631.4 million.

The fair value of our stock options for all acquisitions in 2010 was estimated assuming no expected dividends and the following weighted-average assumptions:

 

Expected term (in years)

     2.0  

Expected volatility

     29.0

Risk-free interest rate

     0.7

 

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The following represents the aggregate allocation of the purchase price for all the aforementioned acquisitions, excluding Isilon, to intangible assets (table in thousands):

 

Developed technology (weighted-average useful life of 4.7 years)

   $ 158,860  

Customer relationships (weighted-average useful life of 6.4 years)

     74,280  

Tradename and trademark (weighted-average useful life of 2.5 years)

     12,620  

Other (weighted-average useful life of 2.1 years)

     3,379  
        

Total intangible assets

   $ 249,139  
        

The total weighted-average amortization period for the intangible assets is 4.6 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. The total goodwill recognized from the aforementioned acquisitions, including Isilon, was $2,605.9 million.

In-process Research and Development

We acquired two IPR&D projects in 2010 as part of the Isilon acquisition. Both projects, totaling $43.9 million, are expected to be completed in 2012.

The value assigned to the IPR&D projects was determined utilizing the income approach by determining cash flow projections relating to the projects. We applied discount rates ranging from 19% to 22% to determine the value of the IPR&D projects. Under new business combination guidance effective in 2009, each IPR&D project is capitalized and will be assessed for impairment until completed. Upon completion, the project will be amortized over its estimated useful life over the pattern in which the economic benefits of the intangible assets are being utilized.

2009 Acquisitions

Acquisition of Data Domain, Inc.

In the third quarter of 2009, we acquired all of the outstanding capital stock of Data Domain, Inc. (“Data Domain”), a provider of storage solutions for backup and archive applications based on deduplication technology. Data Domain deduplication storage systems are designed to deliver reliable, efficient and cost-effective solutions that enable enterprises of all sizes to manage, retain and protect their data. This acquisition further complements and expands our Information Storage business.

The purchase price for Data Domain, net of cash and investments, was $2,017.3 million, which consisted of $1,933.9 million of cash consideration and $83.4 million for the fair value of our stock options granted in exchange for existing Data Domain options. We incurred $12.0 million of transaction costs for financial advisory, 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 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 assumed based on estimated fair values as of the acquisition date.

 

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The following represents the allocation of the Data Domain purchase price (table in thousands):

 

Trade accounts receivable (approximates contractual value)

   $ 72,455  

Other current assets

     9,275  

Property and equipment

     40,403  

Intangible assets:

  

Developed technology (weighted-average useful life of 2.6 years)

     106,300  

Customer maintenance relationships (weighted-average useful life of 5.8 years)

     133,700  

Customer product relationships (weighted-average useful life of 4.2 years)

     111,500  

Tradename (weighted-average useful life of 2.0 years)

     6,400  

IPR&D

     174,600  
        

Total intangible assets

     532,500  

Other long-term assets

     60  

Goodwill

     1,658,321  

Current liabilities

     (67,212

Income tax payable

     (4,671

Deferred revenue

     (60,800

Deferred income taxes

     (152,818

Long-term liabilities

     (10,243
        

Total purchase price

   $ 2,017,270  
        

The total weighted-average amortization period for intangible assets is 4.3 years. The intangible assets are being amortized over the pattern in which the economic benefits of the intangible assets are being utilized, which in general reflects the cash flows generated from such assets. The goodwill associated with this acquisition is reported within our Information Storage segment. None of the goodwill is deductible for tax purposes. The goodwill results from expected synergies from the transaction, including complementary products that will enhance our overall product portfolio, which we believe will result in incremental revenue and profitability.

Other 2009 Acquisitions

In the second quarter of 2009, we acquired all of the outstanding capital stock of Configuresoft, Inc. (“Configuresoft”), a provider of server configuration, change and compliance management software. The acquisition complements and expands our server configuration management solutions within the Information Storage segment.

In the third quarter of 2009, we acquired all of the capital stock of FastScale Technology, Inc., a provider of software platforms and solutions that optimize deployments for physical, virtual and cloud infrastructures. This acquisition complements and expands our Information Storage segment.

Additionally, we acquired all of the capital stock of Kazeon Systems, Inc., a provider of eDiscovery products and solutions which allow corporations, legal service providers and law firms to efficiently search, classify and analyze the growing volumes of information dispersed through their networks. This acquisition complements and expands our Information Intelligence Group segment. VMware acquired the remaining outstanding capital stock of SpringSource Global, Inc. (“SpringSource”), a leader in enterprise and web application development and management. Through the acquisition of SpringSource, VMware plans to deliver new solutions that enable companies to more efficiently build, run and manage applications within both internal and external cloud architectures that can host both existing and new applications. These solutions will extend VMware’s strategy to deliver solutions that can 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 approximately $372.5 million, which consisted of $356.3 million of cash consideration and $16.2 million for the fair value of VMware stock options granted in exchange for existing SpringSource options.

In connection with our acquisitions, we had adjustments to the fair value of previously held interests in Data Domain and SpringSource of $25.8 million which were recognized in other income.

 

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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 issued in exchange for the acquirees’ stock options.

The fair value of our stock options for all acquisitions in 2009 was estimated assuming no expected dividends and the following weighted-average assumptions:

 

Expected term (in years)

     2.3  

Expected volatility

     37.2

Risk-free interest rate

     1.2

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 3.5 years)

   $ 141,000  

Customer relationships (weighted-average useful life of 6.1 years)

     291,800  

Tradename and trademark (weighted-average useful life of 5.6 years)

     13,770  

Non-competition agreements (weighted-average useful life of 2.5 years)

     1,200  

IPR&D

     174,600  
        

Total intangible assets

   $ 622,370  
        

The total weighted-average amortization period for the intangible assets is 4.9 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. The total goodwill recognized from the aforementioned acquisitions was $2,189.2 million.

In-process Research and Development

We acquired four IPR&D projects in 2009 as part of the Configuresoft and Data Domain acquisitions. One of the products valued at $58.1 million was completed in the fourth quarter of 2009. The three remaining projects were completed in 2010.

The value assigned to the IPR&D projects was determined utilizing the income approach by determining cash flow projections relating to the projects. We applied discount rates ranging from 17% to 21% to determine the value of the IPR&D projects. Each IPR&D project is capitalized and will be assessed for impairment until completed. Upon completion, each project will be amortized over its estimated useful life over the pattern in which the economic benefits of the intangible assets are being utilized.

2008 Acquisitions

During 2008, we acquired twelve companies. EMC acquired six of the companies for its Information Infrastructure business. These acquisitions have helped us further enhance and expand our Information Storage and Information Intelligence Group segments. VMware acquired six of the companies. In connection with these acquisitions, VMware acquired technologies that are complementary to VMware’s core virtualization technology.

The aggregate purchase price, net of cash acquired for all 2008 acquisitions was $759.6 million, which consisted of $743.5 million of cash, $4.1 million in fair value of our stock options issued in exchange for the acquirees’ stock options and $12.0 million of transaction costs, which primarily consisted of fees incurred by us for financial advisory, legal and accounting services. None of these acquisitions were individually material to EMC. The fair value of our stock options was estimated assuming no expected dividends and the following weighted-average assumptions:

 

Expected term (in years)

     2.2  

Expected volatility

     38.2

Risk-free interest rate

     2.4

 

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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 5.5 years)

   $ 65,335  

Customer relationships (weighted-average useful life of 6.8 years)

     53,224  

Tradename and trademark (weighted-average useful life of 8.8 years)

     27,270  

Non-competition agreement (weighted-average useful life of 2.5 years)

     2,463  

Backlog (weighted-average useful life of 1.0 year)

     800  

Assembled workforce (weighted-average useful life of 4.9 years)

     5,455  

IPR&D

     85,780  
        

Total intangible assets

   $ 240,327  
        

The total weighted-average amortization period for the intangible assets is 6.4 years. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. The total goodwill recognized from the aforementioned acquisitions was $485.6 million.

The IPR&D was written off at the respective dates of each acquisition because the IPR&D had no alternative uses and had not reached technological feasibility. The value assigned to IPR&D was determined utilizing the income approach by determining cash flow projections relating to identified IPR&D projects. The stage of completion of each in-process project was estimated to determine the discount rates to be applied to the valuation of the in-process technology. Based upon the level of completion and the risk associated with in-process technology, we applied discount rates that ranged from 20% to 60% to value the IPR&D projects acquired.

Pro forma Effects of the Acquisitions

The following gives pro forma effect as if the 2010 acquisitions, 2009 acquisitions and the 2008 acquisitions had been consummated as of the beginning of the prior fiscal year. The unaudited pro forma results are not necessarily indicative of what actually would have occurred had the acquisitions been in effect for the periods presented (table in thousands, except per share data):

 

     (unaudited)
For the Year Ended December 31,
 
     2010      2009      2008  

Revenue

   $ 17,081,006      $ 14,413,370      $ 15,202,624  

Net income attributable to EMC Corporation

   $ 1,826,452      $ 998,963      $ 1,162,891  

Net income per weighted average share, basic attributable to EMC Corporation common shareholders

   $ 0.89      $ 0.49      $ 0.56  

Net income per weighted average share, diluted attributable to EMC Corporation common shareholders

   $ 0.85      $ 0.49      $ 0.56  

The pro forma impact on reported net income per weighted average share was primarily attributable to amortization of acquired intangible assets, foregone interest income on cash paid for the acquisitions and expensing of IPR&D for transactions consummated in 2008.

 

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D. Intangibles and Goodwill

Intangible Assets

Intangible assets, excluding goodwill, as of December 31, 2010 and 2009 consist of (tables in thousands):