10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2012

OR

o 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 (Address of principal executive offices)	01748 (Zip Code)

(508) 435-1000

(Registrant’s telephone number, including area code)

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  o

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  o

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  o
Non-accelerated filer  o (Do not check if a smaller reporting company)	Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

The number of shares of common stock, par value $.01 per share, of the registrant outstanding as of June 30, 2012 was 2,098,719,769.

EMC CORPORATION

	Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at June 30, 2012 and December 31, 2011	3
Consolidated Income Statements for the Three and Six Months Ended June 30, 2012 and 2011	4
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011	4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011	5
Consolidated Statements of Shareholders’ Equity for the Six Months Ended June 30, 2012 and 2011	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	31
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3. Defaults Upon Senior Securities	42
Item 4. Mine Safety Disclosures	42
Item 5. Other Information	42
Item 6. Exhibits	42
SIGNATURES	43
EXHIBIT INDEX	44

FACTORS THAT MAY AFFECT FUTURE RESULTS

This Quarterly Report on Form 10-Q 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 those described in Item 1A of Part II (Risk Factors). The forward-looking statements speak only as of the date of this Quarterly 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 Quarterly Report.

2

PART I

FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

EMC CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	June 30, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,993,018		$	4,531,036
Short-term investments	1,660,226			1,786,987
Accounts and notes receivable, less allowance for doubtful accounts of $65,720 and $61,804	2,973,743			2,937,499
Inventories	1,029,483			1,009,968
Deferred income taxes	792,019			733,308
Other current assets	486,045			583,885
Total current assets	10,934,534			11,582,683
Long-term investments	5,252,834			4,525,106
Property, plant and equipment, net	2,942,110			2,833,149
Intangible assets, net	1,758,132			1,766,115
Goodwill	12,654,827			12,154,970
Other assets, net	1,416,471			1,406,156
Total assets	$	34,958,908		$	34,268,179
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	880,286		$	1,101,659
Accrued expenses	2,320,654			2,354,979
Notes converted and payable (See Note 4)	—			1,699,832
Income taxes payable	187,641			155,909
Convertible debt (See Note 4)	1,621,577			1,605,142
Deferred revenue	4,183,311			3,458,689
Total current liabilities	9,193,469			10,376,210
Income taxes payable	236,423			238,851
Deferred revenue	2,874,551			2,715,361
Deferred income taxes	230,495			250,817
Other liabilities	295,909			287,912
Total liabilities	12,830,847			13,869,151
Convertible debt (See Note 4)	88,689			119,325
Commitments and contingencies (See Note 14)
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 2,098,720 and 2,048,890 shares	20,987			20,489
Additional paid-in capital	3,762,567			3,405,513
Retained earnings	17,356,977			16,120,621
Accumulated other comprehensive loss, net	(203,106		)	(235,009		)
Total EMC Corporation’s shareholders’ equity	20,937,425			19,311,614
Non-controlling interest in VMware, Inc.	1,101,947			968,089
Total shareholders’ equity	22,039,372			20,279,703
Total liabilities and shareholders’ equity	$	34,958,908		$	34,268,179

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

3

EMC CORPORATION

CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share amounts)

(unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Revenues:
Product sales	$	3,178,737		$	3,043,984		$	6,247,594		$	5,975,243
Services	2,132,656			1,801,354			4,158,177			3,477,713
	5,311,393			4,845,338			10,405,771			9,452,956
Costs and expenses:
Cost of product sales	1,254,328			1,327,217			2,555,878			2,647,705
Cost of services	709,672			637,834			1,389,283			1,225,913
Research and development	655,941			538,891			1,243,758			1,040,999
Selling, general and administrative	1,716,650			1,575,689			3,366,847			3,071,620
Restructuring and acquisition-related charges	27,603			21,216			53,496			48,109
Operating income	947,199			744,491			1,796,509			1,418,610
Non-operating income (expense):
Investment income	25,978			35,986			55,430			74,213
Interest expense	(18,544		)	(46,476		)	(36,727		)	(91,455		)
Other income (expense), net	(50,959		)	30,357			(94,649		)	(12,817		)
Total non-operating income (expense)	(43,525		)	19,867			(75,946		)	(30,059		)
Income before provision for income taxes	903,674			764,358			1,720,563			1,388,551
Income tax provision	214,256			172,731			405,166			294,370
Net income	689,418			591,627			1,315,397			1,094,181
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39,904		)	(45,133		)	(79,041		)	(70,539		)
Net income attributable to EMC Corporation	$	649,514		$	546,494		$	1,236,356		$	1,023,642
Net income per weighted average share, basic attributable to EMC Corporation common shareholders	$	0.31		$	0.27		$	0.59		$	0.50
Net income per weighted average share, diluted attributable to EMC Corporation common shareholders	$	0.29		$	0.24		$	0.56		$	0.45
Weighted average shares, basic	2,096,378			2,060,748			2,082,103			2,063,427
Weighted average shares, diluted	2,207,675			2,266,465			2,204,910			2,262,308

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

EMC CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Net income	$	689,418		$	591,627		$	1,315,397		$	1,094,181
Other comprehensive income (loss), net of taxes (benefits):
Foreign currency translation adjustments	(22,683		)	6,614			(7,697		)	25,757
Changes in market value of investments:
Changes in unrealized gains (losses), net of taxes (benefits) of $10,569, $(20,545), $23,614 and $(11,586)	16,899			(23,256		)	42,761			(2,523		)
Less: reclassification adjustment for net losses (gains) realized in net income, net of taxes of $703, $1,052, $2,353 and $2,309	1,796			(5,280		)	893			(10,726		)
Net change in market value of investments	18,695			(28,536		)	43,654			(13,249		)
Changes in market value of derivatives:
Changes in market value of derivatives, net of taxes (benefits) of $(20,974), $(12,325), $(15,046) and $(8,933)	(33,097		)	(24,069		)	(23,096		)	(27,629		)
Less: reclassification adjustment for net losses (gains) included in net income, net of taxes (benefits) of $(14,273), $(416), $(14,278) and $(1,525)	19,430			2,908			19,463			10,674
Net change in the market value of derivatives	(13,667		)	(21,161		)	(3,633		)	(16,955		)
Other comprehensive income (loss)	(17,655		)	(43,083		)	32,324			(4,447		)
Comprehensive income	671,763			548,544			1,347,721			1,089,734
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39,904		)	(45,133		)	(79,041		)	(70,539		)
Less: Other comprehensive income (loss) attributable to the non-controlling interest in VMware, Inc.	241			6,389			(421		)	3,467
Comprehensive income attributable to EMC Corporation	$	632,100		$	509,800		$	1,268,259		$	1,022,662

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

4

EMC CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
	For the Six Months Ended
	June 30, 2012			June 30, 2011
Cash flows from operating activities:
Cash received from customers	$	11,286,247		$	10,176,306
Cash paid to suppliers and employees	(8,050,908		)	(7,621,684		)
Dividends and interest received	14,404			40,181
Interest paid	(16,638		)	(40,811		)
Income taxes paid	(307,891		)	(355,785		)
Net cash provided by operating activities	2,925,214			2,198,207
Cash flows from investing activities:
Additions to property, plant and equipment	(332,302		)	(406,158		)
Capitalized software development costs	(206,562		)	(231,561		)
Purchases of short- and long-term available-for-sale securities	(3,590,308		)	(3,249,888		)
Sales of short- and long-term available-for-sale securities	2,455,681			2,413,493
Maturities of short- and long-term available-for-sale securities	582,640			563,996
Business acquisitions, net of cash acquired	(624,522		)	(437,102		)
Decrease (increase) in strategic and other related investments, net	38,390			(188,039		)
Joint venture funding	(107,300		)	(124,263		)
Purchase of leasehold interest	—			(173,126		)
Net cash used in investing activities	(1,784,283		)	(1,832,648		)
Cash flows from financing activities:
Issuance of EMC’s common stock from the exercise of stock options	299,621			422,506
Issuance of VMware’s common stock from the exercise of stock options	144,595			200,714
EMC repurchase of EMC’s common stock	(259,998		)	(1,099,997		)
EMC purchase of VMware’s common stock	(94,939		)	(99,930		)
VMware repurchase of VMware’s common stock	(178,195		)	(280,389		)
Excess tax benefits from stock-based compensation	154,907			252,124
Payment of long-term and short-term obligations	(14,584		)	(549		)
Proceeds from long-term and short-term obligations	3,663			1,071
Payment of convertible debt	(1,699,816		)	—
Interest rate contract settlement	(24,399		)	—
Net cash used in financing activities	(1,669,145		)	(604,450		)
Effect of exchange rate changes on cash and cash equivalents	(9,804		)	16,122
Net decrease in cash and cash equivalents	(538,018		)	(222,769		)
Cash and cash equivalents at beginning of period	4,531,036			4,119,138
Cash and cash equivalents at end of period	$	3,993,018		$	3,896,369
Reconciliation of net income to net cash provided by operating activities:
Net income	$	1,315,397		$	1,094,181
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	742,901			689,075
Non-cash interest expense on convertible debt	20,115			51,799
Non-cash restructuring and other special charges	7,220			(524		)
Stock-based compensation expense	423,428			414,667
Provision for doubtful accounts	24,288			3,733
Deferred income taxes, net	(116,581		)	(24,852		)
Excess tax benefits from stock-based compensation	(154,907		)	(252,124		)
Other, net	(37,624		)	(38,308		)
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable	(23,845		)	(21,617		)
Inventories	(172,363		)	(258,959		)
Other assets	27,954			(114,971		)
Accounts payable	(69,650		)	(79,995		)
Accrued expenses	(157,805		)	13,718
Income taxes payable	213,856			(36,563		)
Deferred revenue	880,033			741,234
Other liabilities	2,797			17,713
Net cash provided by operating activities	$	2,925,214		$	2,198,207

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

EMC CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(unaudited)

For the six months endedJune 30, 2012:

	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, 2012	2,048,890		$	20,489		$	3,405,513		$	16,120,621	$	(235,009	)	$	968,089		$	20,279,703
Stock issued through stock option and stock purchase plans	22,405		224			299,397			—		—			—			299,621
Tax benefit from stock options exercised	—		—			183,572			—		—			—			183,572
Restricted stock grants, cancellations and withholdings, net	4,979		50			(66,891		)	—		—			—			(66,841		)
Repurchase of common stock	(9,899	)	(99		)	(259,899		)	—		—			—			(259,998		)
EMC purchase of VMware stock	—		—			(82,440		)	—		—			(12,499		)	(94,939		)
Stock options issued in business acquisitions	—		—			1,369			—		—			—			1,369
Stock-based compensation	—		—			424,650			—		—			—			424,650
Impact from equity transactions of VMware, Inc.	—		—			(172,315		)	—		—			66,895			(105,420		)
Change in market value of investments	—		—			—			—		43,289			365			43,654
Change in market value of derivatives	—		—			—			—		(3,689		)	56			(3,633		)
Translation adjustment	—		—			—			—		(7,697		)	—			(7,697		)
Convertible debt conversions and warrant settlement	32,345		323			(1,025		)	—		—			—			(702		)
Reclassification of convertible debt (to)/from mezzanine (Note 4)	—		—			30,636			—		—			—			30,636
Net income	—		—			—			1,236,356		—			79,041			1,315,397
Balance, June 30, 2012	2,098,720		$	20,987		$	3,762,567		$	17,356,977	$	(203,106	)	$	1,101,947		$	22,039,372

For the six months endedJune 30, 2011:

	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, 2011	2,069,246		$	20,692		$	4,283,830		$	13,659,284	$	(92,617	)	$	762,736		$	18,633,925
Stock issued through stock option and stock purchase plans	32,446		325			422,181			—		—			—			422,506
Tax benefit from stock options exercised	—		—			288,841			—		—			—			288,841
Restricted stock grants, cancellations and withholdings, net	4,826		48			(70,798		)	—		—			—			(70,750		)
Repurchase of common stock	(41,572	)	(416		)	(1,099,581		)	—		—			—			(1,099,997		)
EMC purchase of VMware stock	—		—			(89,727		)	—		—			(10,203		)	(99,930		)
Stock option issued in business acquisitions	—		—			3,224			—		—			—			3,224
Stock-based compensation	—		—			426,111			—		—			—			426,111
Impact from equity transactions of VMware, Inc.	—		—			(222,787		)	—		—			70,229			(152,558		)
Change in market value of investments	—		—			—			—		(9,782		)	(3,467		)	(13,249		)
Change in market value of derivatives	—		—			—			—		(16,955		)	—			(16,955		)
Translation adjustment	—		—			—			—		25,757			—			25,757
Reclassification of convertible debt (to)/from mezzanine (Note 4)	—		—			59,322			—		—			—			59,322
Net income	—		—			—			1,023,642		—			70,539			1,094,181
Balance, June 30, 2011	2,064,946		$	20,649		$	4,000,616		$	14,682,926	$	(93,597	)	$	889,834		$	19,500,428

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

5

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

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, 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. 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 leader in virtualization and virtualization-based cloud infrastructure solutions utilized by businesses to help them transform the way they build, deliver and consume IT resources in a manner that is evolutionary and based on their specific needs. VMware’s virtualization infrastructure software solutions run on industry-standard desktop computers and servers and support a wide range of operating system and application environments, as well as networking and storage infrastructures.

General

The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These consolidated financial statements include the accounts of EMC, its wholly owned subsidiaries and VMware, a company majority-owned by EMC. All intercompany transactions have been eliminated.

Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Accordingly, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011 which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2012.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the entire fiscal year. The interim consolidated financial statements, in the opinion of management, reflect all adjustments necessary to fairly state the results as of and for the three- and six-month periods ended June 30, 2012 and 2011.

Net Income Per Share

Basic net income per weighted average share has been computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per weighted average 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, restricted stock and restricted stock units, our $1.725 billion1.75% convertible senior notes due 2013 and associated warrants. Additionally, for purposes of calculating diluted net income per weighted average share, net income is adjusted for the difference between VMware’s reported diluted and basic net income per weighted average share, if any, multiplied by the number of shares of VMware held by EMC.

Adjustments for Immaterial Prior Period Accounting Error

During the three months ended June 30, 2012, we determined that since VMware’s initial public offering in 2007, we have incorrectly recorded deferred tax liabilities on the gains and losses associated with changes in the non-controlling interest. These deferred tax liabilities were recorded as a reduction to additional paid-in capital and therefore had no impact on our previously reported consolidated income statements. The error resulted in an overstatement of our deferred tax liability and understatement of our additional paid-in capital of $352.6 million in our December 31, 2011 consolidated balance sheet and an understatement of additional paid-in capital of $407.2 million in our statement of shareholders’ equity for the six months ended June 30, 2011.  These corrections are reflected in the consolidated balance sheets as of December 31, 2011 and in the statements of shareholders’ equity for the six months ended June 30, 2012 and 2011 and are not material to the consolidated balance sheets or statements of shareholders’ equity for the years ended December 31, 2011, 2010, 2009, 2008 or 2007 or any related interim periods. In addition, the error resulted in an overstatement of our deferred tax liability and an understatement of our additional paid-in capital of $467.1 million in our December 31, 2010 consolidated balance sheet and statement of shareholders’ equity and an understatement of additional paid-in capital of $499.6 million in our statement of shareholders’ equity at December 31, 2009. These adjusted prior-period balances will be reflected in our future filings.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased disclosures regarding valuation inputs and investment categorization. The adoption of this new accounting guidance in 2012 did not have a material impact on our consolidated financial position, results of operations or cash flows.

2.  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 $1,101.9 million and $968.1 million as of June 30, 2012 and December 31, 2011, respectively. At June 30, 2012, EMC held approximately 97% of the combined voting power of VMware’s outstanding common stock and approximately 79% of the economic interest in VMware.

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

	For the Six Months Ended
	June 30, 2012			June 30, 2011
Net income attributable to EMC Corporation	$	1,236,356		$	1,023,642
Transfers (to) from the non-controlling interest in VMware, Inc.:
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity issuances	77,477			112,736
Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other equity activity	(249,792		)	(335,523		)
Net transfers (to) from non-controlling interest	(172,315		)	(222,787		)
Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.	$	1,064,041		$	800,855

3.   Business Combinations, Intangibles and Goodwill

During the six months ended June 30, 2012, we acquired five companies. We acquired all of the outstanding capital stock of Likewise Software, a provider of technology for managing cross-platform access to data files and software for managing unstructured data; Pivotal Labs, a provider of services and technology to build Big Data applications; XtremIO, a provider of Flash enterprise storage systems; and Watch4Net, a provider of enterprise and carrier-class performance management software. These acquisitions complement and expand our Information Storage segment. We also acquired all of the outstanding capital stock of Syncplicity, a provider of cloud-based synch and share file management which complements and expands our Information Intelligence Group segment. In connection with our acquisitions, we had adjustments to the fair value of previously held interests in XtremIO of $31.6 million which were recognized in other income. Additionally, during the six months ended June 30, 2012, VMware acquired three companies. The aggregate consideration for these eight acquisitions was $629.0 million which consisted of $624.5 million of cash consideration, net of cash acquired and $4.5 million for the fair value of our stock options granted in exchange for the acquirees’ stock options.

The consideration paid was allocated to the fair value of the assets acquired and liabilities assumed based on estimated fair values as of the respective acquisition dates. The aggregate allocation to goodwill, intangibles and net liabilities was approximately $508.2 million, $133.0 million and $12.2 million, respectively. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. The results of these acquisitions have been included in the consolidated financial statements from the date of purchase. Pro forma results of operations have not been presented as the results of the acquired companies were not material, individually or in the aggregate, to our consolidated results of operations for the three or six months ended June 30, 2012 or 2011.

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EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Intangible Assets

Intangible assets, excluding goodwill, as of June 30, 2012 and December 31, 2011 consist of (tables in thousands):

	June 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Purchased technology	$	1,789,523	$	(1,104,879	)	$	684,644
Patents	225,146		(79,516		)	145,630
Software licenses	93,145		(86,279		)	6,866
Trademarks and tradenames	174,791		(102,920		)	71,871
Customer relationships and customer lists	1,352,865		(665,439		)	687,426
In-process research and development	19,000		—			19,000
Leasehold interest	146,757		(4,688		)	142,069
Other	25,822		(25,196		)	626
Total intangible assets, excluding goodwill	$	3,827,049	$	(2,068,917	)	$	1,758,132

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Purchased technology	$	1,620,977	$	(1,020,356	)	$	600,621
Patents	225,146		(72,078		)	153,068
Software licenses	90,093		(83,999		)	6,094
Trademarks and tradenames	172,851		(93,636		)	79,215
Customer relationships and customer lists	1,329,775		(597,117		)	732,658
In-process research and development	43,900		—			43,900
Leasehold interest	146,757		(2,524		)	144,233
Other	30,149		(23,823		)	6,326
Total intangible assets, excluding goodwill	$	3,659,648	$	(1,893,533	)	$	1,766,115

Goodwill

Changes in the carrying amount of goodwill, net, on a consolidated basis and by segment, for the six months ended June 30, 2012 and the year ended December 31, 2011 consist of (tables in thousands):

	Six Months Ended June 30, 2012
	Information Storage			Information Intelligence Group		RSA Information Security			VMware Virtual Infrastructure			Total
Balance, beginning of the period	$	7,033,965		$	1,469,216	$	1,849,116		$	1,802,673		$	12,154,970
Goodwill resulting from acquisitions	422,941			14,462		—			70,798			508,201
Finalization of purchase price allocations	(406		)	—		(5,128		)	(2,810		)	(8,344		)
Balance, end of the period	$	7,456,500		$	1,483,678	$	1,843,988		$	1,870,661		$	12,654,827

	Year Ended December 31, 2011
	Information Storage			Information Intelligence Group			RSA Information Security			VMware Virtual Infrastructure		Total
Balance, beginning of the year	$	7,029,341		$	1,467,903		$	1,663,213		$	1,612,193	$	11,772,650
Goodwill resulting from acquisitions	—			—			187,445			188,395		375,840
Tax deduction from exercise of stock options	(73		)	(852		)	(95		)	—		(1,020		)
Finalization of purchase price allocations	4,697			2,165			(1,447		)	2,085		7,500
Balance, end of the year	$	7,033,965		$	1,469,216		$	1,849,116		$	1,802,673	$	12,154,970

4.  Convertible Debt

In November 2006, we issued our $1,725 million1.75% convertible senior notes due 2011 (the “2011 Notes”) and our $1,725 million1.75% convertible senior notes due 2013 (the “2013 Notes”) for total gross proceeds of $3.45 billion. The 2011 Notes and 2013 Notes are senior unsecured obligations and rank equally with all other existing and future senior unsecured debt.

The 2011 Notes matured and a majority of the noteholders exercised their right to convert the outstanding 2011 Notes at the end of 2011. Pursuant to the settlement terms, the majority of the converted 2011 Notes were not settled until January 9, 2012. At that time, we paid the noteholders $1,699.8 million in cash for the outstanding principal and 29.5 million shares for the $661.4 million in excess of the conversion value over the principal amount, as prescribed by the terms of the 2011 Notes.

The holders of the 2013 Notes may convert their 2013 Notes at their option on any day prior to the close of business on the scheduled trading day immediately preceding September 1, 2013 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 2013 Note 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 2013 Notes. Additionally, the 2013 Notes will become convertible during the last six months prior to their maturity.

Upon conversion, we will pay cash up to the principal amount of the debt converted. With respect to any conversion value in excess of the principal amount of the 2013 Notes converted, we have the option to settle the excess with cash, shares of our common stock, or a combination of cash and shares of our common stock based on a daily conversion value, determined in accordance with the indenture, calculated on a proportionate basis for each day of the relevant 20-day observation period. The initial conversion rate for the 2013 Notes will be 62.1978 shares of our common stock per one thousand dollars of principal amount of 2013 Notes, which represents a 27.5% conversion premium from the date the 2013 Notes were issued and is equivalent to a conversion price of approximately $16.08 per share of our common stock. The conversion price is subject to adjustment in some events as set forth in the indenture. In addition, if a “fundamental change” (as defined in the indenture) occurs prior to the maturity date, we will in some cases increase the conversion rate for a holder of 2013 Notes that elects to convert its 2013 Notes in connection with such fundamental change.

At June 30, 2012, the contingent conversion thresholds on the 2013 Notes were exceeded. As a result, the 2013 Notes became convertible at the option of the holder through September 30, 2012. Accordingly, since the terms of the 2013 Notes require the principal to be settled in cash, we reclassified from shareholders’ equity the portion of the 2013 Notes attributable to the conversion feature which had not yet been accreted to its face value, and the 2013 Notes were classified as a current liability. Contingencies continue to exist regarding the holders’ ability to convert the 2013 Notes in future quarters. The determination of whether the 2013 Notes are convertible will be performed on a quarterly basis. Consequently, the 2013 Notes might not be convertible in future quarters and therefore the 2013 Notes may be reclassified as long-term debt if the contingent conversion thresholds are not met. Approximately $14.7 million of the 2013 Notes have been converted as of June 30, 2012.

The carrying amount of the 2013 Notes reported in the consolidated balance sheets as of June 30, 2012 was $1,621.6 million and the fair value was $2,702.2 million. The carrying amount of the equity component of the 2013 Notes was $190.5 million at June 30, 2012. As of June 30, 2012, the unamortized discount on the 2013 Notes consists of $88.7 million, which will be fully amortized by December 1, 2013.

The 2013 Notes pay interest in cash at a rate of 1.75%semi-annually in arrears on December 1 and June 1 of each year. The effective interest rate on the 2011 Notes and 2013 Notes was 5.6% for both the three months ended June 30, 2012 and 2011.

The following tables represent the key components of our interest expense on convertible debt (table in thousands):

	For the Three Months Ended
	June 30, 2012		June 30, 2011
Contractual interest expense on the coupon	$	7,422	$	15,094
Amortization of the discount component recognized as interest expense	14,954		29,959
Total interest expense on the convertible debt	$	22,376	$	45,053

	For the Six Months Ended
	June 30, 2012		June 30, 2011
Contractual interest expense on the coupon	$	14,945	$	30,188
Amortization of the discount component recognized as interest expense	29,654		59,322
Total interest expense on the convertible debt	$	44,599	$	89,510

In connection with the issuance of the 2011 Notes and 2013 Notes, we entered into separate convertible note hedge transactions with respect to our common stock (the “Purchased Options”). The Purchased Options allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would pay to the holders of the 2011 Notes and 2013 Notes upon conversion. The Purchased Options will cover, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock. We paid an aggregate amount of $669.1 million of the proceeds from the sale of the 2011 Notes and 2013 Notes for the Purchased Options that was recorded as additional paid-in-capital in shareholders’ equity. In the fourth quarter of 2011, we exercised 107.5 million of the Purchased Options in conjunction with the planned settlements of the 2011 Notes, and we received 29.5 million shares of net settlement on January 9, 2012, representing the excess conversion value of the options. The remaining 107.5 million of the Purchased Options expire on December 1, 2013.

We also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. We received aggregate proceeds of $391.1 million from the sale of the associated warrants. Upon exercise, the value of the warrants is required to be settled in shares. Half of the associated warrants were exercised between February 15, 2012 and March 14, 2012 and the remaining half of the associated warrants have expiration dates between February 18, 2014 and March 18, 2014. During the first quarter of 2012, the exercised warrants were settled with 32.3 million shares of our common stock.

The Purchased Options and associated warrants will generally have the effect of increasing the conversion price of the 2013 Notes to approximately $19.55 per share of our common stock, representing an approximate 55% conversion premium based on the closing price of $12.61 per share of our common stock on November 13, 2006, which was the issuance date of the 2013 Notes.

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 semi-annual interest payments of the forecasted issuance of debt in 2011 when our 2011 Notes were scheduled to become due. As such, the unrealized loss on these hedges was recognized in other comprehensive loss. In November 2011, we settled these swaps and replaced them with new interest rate swap contracts for the forecasted issuance of debt in 2012. In April 2012, we settled these swaps and replaced them with new interest rate swap contracts for the forecasted issuance of debt in 2012. Each of these new swaps was deemed as an effective hedge as the notional amounts and other terms matched the underlying hedged item. Realized losses on the replaced interest rate swap contracts at the time of settlements of $141.0 million and $23.0 million in November 2011 and April 2012, respectively, were deferred as they were expected to be realized over the life of the new debt issued under the related interest rate swap contracts and recognized as a component of interest expense in the consolidated income statements.

In June 2012, management changed its forecast date for the issuance of debt from 2012 to the first quarter of 2014. Consequently, hedge accounting effectively ceased as the terms of the swaps no longer matched the terms of the underlying hedged item resulting in changes in the fair value of the swaps being recorded in the consolidated income statement. The swaps were subsequently re-designated as cash flow hedges and achieved hedge accounting. The change in the forecasted timeframe for the issuance of debt resulted in certain previously-anticipated hedge interest payments no longer being expected to occur within the window covered by the hedge designation. As a result, $39.5 million of accumulated realized losses in other comprehensive income related to these previously-anticipated interest payments was reclassified from other comprehensive income and recognized in the consolidated income statements for the three and six months ended June 30, 2012.

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EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

5.  Fair Value of Financial Assets and Liabilities

Our fixed income and equity investments are classified as available for sale and recorded at their fair market values. We determine fair value using the following hierarchy:

• Level 1 – Quoted prices in active markets for identical assets or liabilities.

• Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Most of our fixed income securities are classified as Level 2, with the exception of some of our U.S. government and agency obligations and our investments in publicly traded equity securities, which are classified as Level 1, and all of our auction rate securities, which are classified as Level 3. In addition, our strategic investments held at cost are classified as Level 3. At June 30, 2012, the vast majority of our Level 2 securities 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 like market transactions involving identical or comparable securities. 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 fixed income 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 general, investments with remaining effective maturities of 12 months or less from the balance sheet date are classified as short-term investments. Investments with remaining effective maturities of more than 12 months from the balance sheet date are classified as long-term investments. Our publicly traded equity securities are classified as long-term investments and our strategic investments held at cost are classified as other assets. As a result of the lack of liquidity for auction rate securities, we have classified these as long-term investments as of June 30, 2012 and December 31, 2011. At June 30, 2012 and December 31, 2011, all of our short- and long-term investments, excluding auction rate securities, were recognized at fair value, which was determined based upon observable inputs from our pricing vendors for identical or similar assets. At June 30, 2012 and December 31, 2011, auction rate securities were valued using a discounted cash flow model.

The following tables summarize the composition of our short- and long-term investments at June 30, 2012 and December 31, 2011 (tables in thousands):

	June 30, 2012
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,301,054	$	9,614	$	(1,231	)	$	2,309,437
U.S. corporate debt securities	1,498,162		9,087		(642		)	1,506,607
High yield corporate debt securities	442,573		22,658		(2,844		)	462,387
Asset-backed securities	39,898		85		(11		)	39,972
Municipal obligations	1,217,070		2,860		(852		)	1,219,078
Auction rate securities	80,706		—		(6,810		)	73,896
Foreign debt securities	1,192,128		6,351		(551		)	1,197,928
Total fixed income securities	6,771,591		50,655		(12,941		)	6,809,305
Publicly traded equity securities	46,433		57,955		(633		)	103,755
Total	$	6,818,024	$	108,610	$	(13,574	)	$	6,913,060

We held approximately $1.2 billion in foreign debt securities at June 30, 2012. These securities have an average credit rating of AA-, and approximately 6% of these securities are deemed sovereign debt with an average credit rating of AA. None of the securities deemed sovereign debt are from Greece, Italy, Ireland, Portugal or Spain. Additionally, we have an immaterial amount of exposure to French agencies and financial institutions.

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EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,474,029	$	12,420	$	(1,488	)	$	2,484,961
U.S. corporate debt securities	1,400,373		9,953		(2,573		)	1,407,753
High yield corporate debt securities	442,723		12,498		(7,742		)	447,479
Asset-backed securities	29,101		72		(25		)	29,148
Municipal obligations	814,657		2,021		(597		)	816,081
Auction rate securities	82,900		—		(8,304		)	74,596
Foreign debt securities	984,696		5,185		(2,807		)	987,074
Total fixed income securities	6,228,479		42,149		(23,536		)	6,247,092
Publicly traded equity securities	58,199		6,802		—			65,001
Total	$	6,286,678	$	48,951	$	(23,536	)	$	6,312,093

The following table represents our fair value hierarchy for our financial assets and liabilities measured at fair value as of June 30, 2012 (in thousands):

	Level 1		Level 2			Level 3		Total
Cash	$	1,662,937	$	—		$	—	$	1,662,937
Cash equivalents	2,265,587		64,494			—		2,330,081
U.S. government and agency obligations	1,335,207		974,230			—		2,309,437
U.S. corporate debt securities	—		1,506,607			—		1,506,607
High yield corporate debt securities	—		462,387			—		462,387
Asset-backed securities	—		39,972			—		39,972
Municipal obligations	—		1,219,078			—		1,219,078
Auction rate securities	—		—			73,896		73,896
Foreign debt securities	—		1,197,928			—		1,197,928
Publicly traded equity securities	103,755		—			—		103,755
Total cash and investments	$	5,367,486	$	5,464,696		$	73,896	$	10,906,078
Other items:
Strategic investments held at cost	$	—	$	—		$	204,963	$	204,963
Convertible debt	—		(2,702,220		)	—		(2,702,220		)
Foreign exchange derivative assets	—		26,955			—		26,955
Foreign exchange derivative liabilities	—		(35,865		)	—		(35,865		)
Commodity derivative liabilities	—		(3,371		)	—		(3,371		)
Interest rate swap contracts	—		(30,207		)	—		(30,207		)

Our auction rate securities are predominantly rated investment grade and are primarily collateralized by student loans. The underlying loans of all but two of our auction rate securities, with a market value of $16.1 million, have partial guarantees by the U.S. government as part of the Federal Family Education Loan Program (“FFELP”) through the U.S. Department of Education. FFELP guarantees at least 95% of the loans which collateralize the auction rate securities. We believe the quality of the collateral underlying most of our auction rate securities will enable us to recover our principal balance.

To determine the estimated fair value of our investment in auction rate securities, we used a discounted cash flow model using a five year time horizon. As of June 30, 2012, the coupon rates used ranged from 0% to 4% and the discount rate was 1%, which rate represents the rate at which similar FFELP backed securities with a five year time horizon outside of the auction rate securities market were trading at June 30, 2012. The assumptions used in preparing the discounted cash flow model include an incremental discount rate for the lack of liquidity in the market (“liquidity discount margin”) for an estimated period of time. The discount rate we selected was based on AA-rated banks as the majority of our portfolio is invested in student loans where EMC acts as a financier to these lenders. The liquidity discount margin represents an estimate of the additional return an investor would require for the lack of liquidity of these securities over an estimated five-year holding period. The rate used for

9

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

the discount margin was 1% at June 30, 2012 compared to 2% at December 31, 2011 due to the narrowing of credit spreads on AA-rated banks during 2012.

The following table provides a summary of changes in fair value of our Level 3 auction rate securities for the three and six months ended June 30, 2012 (table in thousands):

	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
Balance, beginning of the period	$	78,397		$	74,596
Calls at par value	—			(225		)
Other-than-temporary impairment loss	(1,969		)	(1,969		)
(Increase) decrease in previously recognized unrealized losses included in other comprehensive income	(2,532		)	1,494
Balance, end of the period	$	73,896		$	73,896

Significant changes in the unobservable inputs discussed above could result in a significantly lower or higher fair value measurement. Generally, an increase in the discount rate, liquidity discount margin or coupon rate results in a decrease in our fair value measurement and a decrease in the discount rate, liquidity discount margin or coupon rate results in an increase in our fair value measurement.

We perform a fair value calculation of our strategic investments held at cost on a quarterly basis using the most currently available information. To determine the estimated fair value of private strategic investments held at cost we use a combination of several valuation techniques including discounted cash flow models, acquisition comparables and trading comparables. In addition, we evaluate the impact of pre- and post-money valuations of recent financing events and the impact of those on our fully diluted ownership percentages, and we consider any available information regarding the issuer’s historical and forecasted performance as well as market comparables and conditions. The fair value of these investments is considered in our review for impairment if any events and changes in circumstances occur that might have a significant adverse effect on their value.

Investment Losses

Unrealized losses on investments at June 30, 2012 by investment category and length of time the investment has been in a continuous unrealized loss position are as follows (table in thousands):

	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency obligations	$	821,950	$	(1,170	)	$	8,029	$	(61	)	$	829,979	$	(1,231	)
U.S. corporate debt securities	377,330		(642		)	—		—			377,330		(642		)
High yield corporate debt securities	63,023		(2,793		)	2,225		(51		)	65,248		(2,844		)
Asset-backed securities	9,393		(10		)	5		(1		)	9,398		(11		)
Municipal obligations	418,354		(852		)	—		—			418,354		(852		)
Auction rate securities	—		—			73,896		(6,810		)	73,896		(6,810		)
Foreign debt securities	259,385		(551		)	—		—			259,385		(551		)
Publicly traded equity securities	1,293		(633		)	—		—			1,293		(633		)
Total	$	1,950,728	$	(6,651	)	$	84,155	$	(6,923	)	$	2,034,883	$	(13,574	)

For all of our securities for which the amortized cost basis was greater than the fair value at June 30, 2012, 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, the underlying value and performance of the collateral, third party guarantees and the time to maturity.

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EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Contractual Maturities

The contractual maturities of fixed income securities held at June 30, 2012 are as follows (table in thousands):

	June 30, 2012
	Amortized Cost Basis		Aggregate Fair Value
Due within one year	$	1,651,057	$	1,654,507
Due after 1 year through 5 years	4,346,582		4,367,732
Due after 5 years through 10 years	429,524		446,114
Due after 10 years	344,428		340,952
Total	$	6,771,591	$	6,809,305

Short-term investments on the consolidated balance sheet include a $5.7 million variable rate note which has a contractual maturity in 2014, and is not classified within investments due within one year above.

6.  Inventories

Inventories consist of (table in thousands):

	June 30, 2012		December 31, 2011
Work-in-process	$	509,865	$	492,064
Finished goods	519,618		517,904
	$	1,029,483	$	1,009,968

7.  Accounts and Notes Receivable and Allowance for Credit Losses

Our accounts and notes receivable are recorded at cost. The portion of our notes receivable due in one year or less are included in accounts and notes receivable and the long-term portion is included in other assets, net. Lease receivables arise from sales-type leases of products. We typically sell, without recourse, the contractual right to the lease payment stream and assets under lease to third parties. For certain customers, we retain the lease.

The contractual amounts due under the leases we retained as of June 30, 2012 were as follows (table in thousands):

Year	Contractual Amounts Due Under Leases
Due within one year	$	125,730
Due within two years	105,745
Due within three years	96,399
Thereafter	708
Total	328,582
Less amounts representing interest	(6,009		)
Present value	322,573
Current portion (included in accounts and notes receivable)	123,667
Long-term portion (included in other assets, net)	$	198,906

Subsequent to June 30, 2012, we sold $35.0 million of these notes to third parties without recourse.

We maintain an allowance for credit losses on our accounts and notes receivable. The allowance is based on the credit worthiness of our customers, including an assessment of the customer’s financial position, operating performance and their ability to meet their contractual obligation. We assess the credit scores for our customers each quarter. In addition, we consider our historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance account.

In the event we determine that a lease may not be paid, we include in our allowance an amount for the outstanding balance related to the lease receivable. As of June 30, 2012, amounts from lease receivables past due for more than 90 days were not significant.

The following table presents the activity of our allowance for credit losses related to lease receivables for the six months ended June 30, 2012 and 2011 (table in thousands):

	June 30, 2012			June 30, 2011
Balance, beginning of the period	$	24,247		$	44,661
Recoveries	(13,238		)	(21,023		)
Provisions	5,619			8,292
Balance, end of the period	$	16,628		$	31,930

Gross lease receivables totaled $328.6 million and $272.3 million as of June 30, 2012 and 2011, respectively, before the allowance. The components of these balances were individually evaluated for impairment.

8.  Property, Plant and Equipment

Property, plant and equipment consist of (table in thousands):

	June 30, 2012			December 31, 2011
Furniture and fixtures	$	187,004		$	180,800
Equipment and software	4,988,061			4,680,118
Buildings and improvements	1,794,671			1,748,214
Land	117,566			117,513
Building construction in progress	153,880			146,650
	7,241,182			6,873,295
Accumulated depreciation	(4,299,072		)	(4,040,146		)
	$	2,942,110		$	2,833,149

Building construction in progress at June 30, 2012 includes $66.5 million for facilities not yet placed in service that we are holding for future use.

9.  Joint Ventures

VCE Company LLC

In 2009, Cisco and EMC formed VCE Company LLC (“VCE”). VMware and Intel are also investors in VCE. VCE, through Vblock infrastructure platforms, delivers an integrated IT offering that combines network, computing, storage, management, security and virtualization technologies for converged infrastructures and cloud based computing models. As of June 30, 2012, we have contributed $548.0 million in funding and $12.4 million in stock-based compensation to VCE since inception and own approximately 58% of VCE’s outstanding equity. In July 2012, we funded VCE an additional $111.0 million.

We consider VCE a variable interest entity. Authoritative guidance related to variable interest entities states that the primary beneficiary of a variable interest entity must have both of the following characteristics: (a) the power to direct the activities of a variable interest entity that most significantly will impact the entity’s economic performance; and (b) the obligation to absorb losses that could be potentially significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Since the power to direct the activities of VCE which most significantly impact its economic performance are determined by its board of directors, which is comprised of equal representation of EMC and Cisco, and all significant decisions require the approval of the minority shareholders, we have determined we are not the primary beneficiary, and as such we account for the investment under the equity method.

Our portion of VCE’s gains and losses is recognized in other income (expense), net, in the consolidated income statements. Our consolidated share of VCE’s losses, based upon our portion of the overall funding, was approximately 63.2% for the three and six months ended June 30, 2012 and 2011. As of June 30, 2012, we have recorded net accumulated losses from VCE of $368.3 million since inception, of which $59.5 million and $115.0 million were recorded in the three and six months ended June 30, 2012, respectively, and $46.6 million and $88.4 million were recorded in the three and six months ended June 30, 2011, respectively.

We recognized $72.4 million and $22.2 million in revenue from sales of product and services to VCE during the three months ended June 30, 2012 and 2011, respectively, and $141.0 million and $44.5 million for the six months ended June 30, 2012 and 2011, respectively. We perform certain administrative services, pursuant to an administrative services agreement, on behalf of VCE and we pay certain operating expenses on behalf of VCE. Accordingly, we have a receivable from VCE related to the administrative services agreement of $25.6 million and $27.0 million as of June 30, 2012 and December 31, 2011, respectively, which is included in other current assets in the consolidated balance sheets.

10.   Accrued Expenses

Accrued expenses consist of (table in thousands):

	June 30, 2012		December 31, 2011
Salaries and benefits	$	886,315	$	961,587
Product warranties	262,059		254,554
Partner rebates	158,182		167,813
Restructuring, current (See Note 13)	68,561		61,541
Derivatives	76,337		50,963
Other	869,200		858,521
	$	2,320,654	$	2,354,979

Product Warranties

Systems sales include a standard product warranty. At the time of the sale, we accrue for systems’ warranty costs. The initial systems’ warranty accrual is based upon our historical experience, expected future costs and specific identification of systems’ requirements. Upon sale or expiration of the initial warranty, we may sell additional maintenance contracts to our customers. Revenue from these additional maintenance contracts is included in deferred revenue and recognized ratably over the service period. The following represents the activity in our warranty accrual for the three and six months ended June 30, 2012 and 2011 (table in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Balance, beginning of the period	$	263,181		$	243,634		$	254,554		$	236,131
Provision	39,802			42,415			88,055			88,240
Amounts charged to the accrual	(40,924		)	(37,654		)	(80,550		)	(75,976		)
Balance, end of the period	$	262,059		$	248,395		$	262,059		$	248,395

The provision includes amounts accrued for systems at the time of shipment, adjustments for changes in estimated costs for warranties on systems shipped in the period and changes in estimated costs for warranties on systems shipped in prior periods. It is not practicable to determine the amounts applicable to each of the components.

11.   Income Taxes

Our effective income tax rates were 23.7% and 23.5% for the three and six months ended June 30, 2012, respectively. Our effective income tax rates were 22.6% and 21.2% for the three and six months ended June 30, 2011, respectively. Our effective income tax rate is based upon estimated income before tax for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax audits or other tax contingencies. For the three and six months ended June 30, 2012 and 2011, the effective income tax rate varied from the statutory income tax rate principally as a result of the mix of income attributable to foreign versus domestic jurisdictions. Our aggregate income tax rate in foreign jurisdictions is lower than our income tax rate in the United States; substantially all of our income before provision for income taxes from foreign operations has been earned by our Irish subsidiaries. We do not believe that any recent or currently expected developments in non-U.S. tax jurisdictions are reasonably likely to have a material impact on our effective income rate.

Our effective income tax rate increased in the three and six months ended June 30, 2012 from the three and six months ended June 30, 2011 due primarily to the expiration of the U.S. federal research and development tax credit for 2012. The U.S.

11

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

federal research and development tax credit reduced our effective income tax rate by approximately 1.8% for the three and six months ended June 30, 2011. There were also differences in composition of income before tax in different countries, change in tax contingency reserves and discrete items, the net impact of which is immaterial.

During the three months ended June 30, 2012, we determined that since VMware’s initial public offering in 2007, we have incorrectly recorded deferred tax liabilities on the gains and losses associated with changes in the non-controlling interest. These deferred tax liabilities were recorded as a reduction to additional paid-in capital and therefore had no impact on our previously reported consolidated income statements. The error resulted in an overstatement of our deferred tax liability and an understatement of our additional paid-in capital of $352.6 million in our December 31, 2011 consolidated balance sheet and an understatement of additional paid-in capital of $407.2 million in our statement of shareholders’ equity for the six months ended June 30, 2011.  These corrections did not impact our income tax provision in any current or prior period. See Note 1.

We are routinely under audit by the Internal Revenue Service (the “IRS”). We have concluded all U.S. federal income tax matters for years through 2008. The IRS is expected to commence a federal income tax audit for the tax years of 2009 and 2010 in the third quarter of 2012. We also have income tax audits in process in numerous state, local and international jurisdictions. Based on the timing and outcome of examinations of EMC, the result of the expiration of statutes of limitations for specific jurisdictions and/or the timing and result of ruling requests from taxing authorities, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in our statement of financial position. We anticipate that several of these audits may be finalized within the next 12 months. Based on the status of these examinations, and the protocol of finalizing such audits, it is not possible to estimate the impact of the amount of such changes, if any, to our previously recorded uncertain tax positions.

12.   Stockholders’ Equity

The reconciliation from basic to diluted earnings per share for both the numerators and denominators is as follows (table in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Numerator:
Net income attributable to EMC Corporation	$	649,514		$	546,494		$	1,236,356		$	1,023,642
Incremental dilution from VMware	(2,596		)	(4,404		)	(5,540		)	(7,320		)
Net income – dilution attributable to EMC Corporation	$	646,918		$	542,090		$	1,230,816		$	1,016,322
Denominator:
Weighted average shares, basic	2,096,378			2,060,748			2,082,103			2,063,427
Weighted common stock equivalents	42,025			57,936			43,921			58,840
Assumed conversion of the 2013 Notes and associated warrants	69,272			147,781			78,886			140,041
Weighted average shares, diluted	2,207,675			2,266,465			2,204,910			2,262,308

Due to the cash settlement feature of the principal amount of the 2013 Notes, we only include the impact of the premium feature in our diluted earnings per share calculation when the 2013 Notes are convertible due to maturity or when the average stock price exceeds the conversion price of the 2013 Notes.

Concurrent with the issuance of the 2011 Notes and 2013 Notes, we also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. Half of the associated warrants were exercised during the six months ended June 30, 2012. We include the impact of the remaining outstanding sold warrants in our diluted earnings per share calculation when the average stock price exceeds the exercise price.

Restricted stock awards, restricted stock units and options to acquire shares of our common stock in the amount of 3.1 million and 3.9 millionfor the three and six months ended June 30, 2012, respectively, and 12.6 million and 14.2 million for the three and six months ended June 30, 2011, respectively, were excluded from the calculation of diluted earnings per share because they were antidilutive. The incremental dilution from VMware represents the impact of VMware’s dilutive securities on EMC’s consolidated diluted net income per share and is calculated by multiplying the difference between VMware’s basic and diluted earnings per share by the number of VMware shares owned by EMC.

12

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Repurchases of Common Stock

We utilize both authorized and unissued shares (including repurchased shares) for all issuances under our equity plans. In 2008, our Board of Directors authorized the repurchase of 250.0 million shares of our common stock. For the six months ended June 30, 2012, we spent $260.0 million to repurchase 9.9 million shares of our common stock. Of the 250.0 million shares authorized for repurchase, we have repurchased 205.7 million shares at a total cost of $4.0 billion, leaving a remaining balance of 44.3 million shares authorized for future repurchases. We plan to spend up to $700.0 million in 2012 on common stock repurchases.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, which is presented net of tax, consists of the following (table in thousands):

	June 30, 2012			December 31, 2011
Foreign currency translation adjustments	$	(18,477	)	$	(10,780	)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(4,771) and $(8,492)	(8,803		)	(15,044		)
Unrealized gains on investments, net of taxes of $40,589 and $18,343	68,021			30,608
Unrealized losses on derivatives, net of tax benefits of $(62,978) and $(62,210)	(104,079		)	(100,446		)
Recognition of actuarial net loss from pension and other postretirement plans, net of tax benefits of $(81,798) and $(81,798)	(139,108		)	(139,108		)
	(202,446		)	(234,770		)
Less: accumulated other comprehensive income attributable to the non-controlling interest in VMware, Inc.	(660		)	(239		)
	$	(203,106	)	$	(235,009	)

13.   Restructuring and Acquisition-Related Charges

For the three and six months ended June 30, 2012, we incurred restructuring and acquisition-related charges of $27.6 million and $53.5 million, respectively. For the three and six months ended June 30, 2011, we incurred restructuring and acquisition-related charges of $21.2 million and $48.1 million, respectively. For the three and six months ended June 30, 2012, we incurred $23.6 million and $47.8 million, respectively, of restructuring charges, primarily related to our current year restructuring programs and $4.0 million and $5.7 million, respectively, of charges in connection with acquisitions for financial advisory, legal and accounting services. For the three and six months ended June 30, 2011, we incurred $17.9 million and $41.2 million, respectively, of restructuring charges, primarily related to our 2011 restructuring programs and $3.3 million and $6.9 million, respectively, of costs in connection with acquisitions for financial advisory, legal and accounting services.

In the first and second quarters of 2012, we implemented separate restructuring programs to create further operational efficiencies which will result in a workforce reduction of 298 and 279 positions, respectively. The actions will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions are expected to be completed within a year of the start of each program.

During 2011, we implemented separate restructuring programs to create further operational efficiencies which will result in a workforce reduction of 787 positions, of which 205 positions were identified in the three months ended June 30, 2011. The actions will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions are expected to be completed by the end of 2012.

For the three and six months ended June 30, 2012, we recognized $4.6 million and $8.3 million, respectively, of lease termination costs for facilities vacated in the period in accordance with our plan as part of all of our restructuring programs. For the three and six months ended June 30, 2011, we recognized $3.8 million and $22.4 million, respectively, of lease termination costs for facilities vacated in the period in accordance with our plan as part of all of our restructuring programs. These costs are expected to be utilized by the end of 2015.

The activity for the restructuring programs is presented below (tables in thousands):

Three Months Ended June 30, 2012

2012 Programs
Category	Balance as of March 31, 2012		2012 Charges		Utilization			Balance as of June 30, 2012
Workforce reductions	$	20,642	$	22,388	$	(9,122	)	$	33,908
Consolidation of excess facilities	608		4,245		(1,927		)	2,926
Total	$	21,250	$	26,633	$	(11,049	)	$	36,834

Other Programs
Category	Balance as of March 31, 2012		Adjustments to the Provision			Utilization			Balance as of June 30, 2012
Workforce reductions	$	31,312	$	(3,363	)	$	(7,798	)	$	20,151
Consolidation of excess facilities and other contractual obligations	28,181		374			(2,931		)	25,624
Total	$	59,493	$	(2,989	)	$	(10,729	)	$	45,775

Six Months Ended June 30, 2012

2012 Programs
Category	Balance as of December 31, 2011		2012 Charges		Utilization			Balance as of June 30, 2012
Workforce reductions	$	—	$	45,736	$	(11,828	)	$	33,908
Consolidation of excess facilities	—		5,563		(2,637		)	2,926
Total	$	—	$	51,299	$	(14,465	)	$	36,834

Other Programs
Category	Balance as of December 31, 2011		Adjustments to the Provision			Utilization			Balance as of June 30, 2012
Workforce reductions	$	49,863	$	(6,239	)	$	(23,473	)	$	20,151
Consolidation of excess facilities and other contractual obligations	30,112		2,763			(7,251		)	25,624
Total	$	79,975	$	(3,476	)	$	(30,724	)	$	45,775

Three Months Ended June 30, 2011

Category	Balance as of March 31, 2011		2011 Charges		Utilization			Balance as of June 30, 2011
Workforce reductions	$	36,288	$	14,135	$	(13,861	)	$	36,562
Consolidation of excess facilities and other contractual obligations	35,916		3,763		(4,293		)	35,386
Total	$	72,204	$	17,898	$	(18,154	)	$	71,948

Six Months Ended June 30, 2011

Category	Balance as of December 31, 2010		2011 Charges		Utilization			Balance as of June 30, 2011
Workforce reductions	$	53,946	$	18,775	$	(36,159	)	$	36,562
Consolidation of excess facilities and other contractual obligations	27,818		22,422		(14,854		)	35,386
Total	$	81,764	$	41,197	$	(51,013	)	$	71,948

14.   Commitments and Contingencies

Line of Credit

We have available for use a credit line of $50.0 million in the United States. As of June 30, 2012, 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 June 30, 2012, we were in compliance with the covenants.

RSA Special Charge

In March 2011, RSA was the target of a sophisticated cyber attack which resulted in information related to RSA’s SecurID products being compromised. In the first quarter of 2011, we incurred and accrued costs associated with investigating the attack, hardening our systems and working with our customers to implement remediation programs. In the second quarter of 2011, we recorded a $66.3 million charge in cost of sales related to the expansion of the customer remediation programs. We expanded our customer remediation programs in June 2011 to respond to heightened customer concerns resulting from press coverage relating to an unsuccessful cyber attack on one of our defense sector customers, as well as broad media coverage of cyber attacks on other high profile organizations. As of June 30, 2012, we have substantially completed the remediation efforts and concluded that no additional material losses related to the remediation efforts are reasonably possible. Accordingly, we released the excess reserve against cost of sales during the three months ended June 30, 2012.

Litigation

We are involved in a variety of claims, demands, suits, investigations and proceedings that arise from time to time relating to matters incidental to the ordinary course of our business, including actions with respect to contracts, intellectual property, product liability, employment, benefits and securities matters. As required by authoritative guidance, we have estimated the amount of probable losses that may result from all currently pending matters, and such amounts are reflected in our consolidated financial statements. These recorded amounts are not material to our consolidated financial position or results of operations and no additional material losses related to these pending matters are reasonably possible. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business, results of operations or financial condition. Because litigation is inherently unpredictable, however, the actual amounts of loss may prove to be larger or smaller than the amounts reflected in our consolidated financial statements, and we could incur judgments or enter into settlements of claims that could adversely affect our operating results or cash flows in a particular period.

15.   Segment Information

We manage our business in two broad categories: EMC Information Infrastructure and VMware Virtual Infrastructure. EMC Information Infrastructure operates in three segments: Information Storage, Information Intelligence Group and RSA Information Security, while VMware Virtual Infrastructure operates in a single segment. Our management measures are designed to assess performance of these operating segments excluding certain items. As a result, the corporate reconciling items are used to capture the items excluded from the segment operating performance measures, including stock-based compensation expense, acquisition-related intangible asset amortization expense and transition costs. Additionally, in certain instances, infrequently occurring gains or losses are also excluded from the measures used by management in assessing segment performance. The VMware Virtual Infrastructure amounts represent the revenues and expenses of VMware as reflected within EMC’s consolidated financial statements. Research and development expenses, selling, general and administrative, and other income associated with the EMC Information Infrastructure business are not allocated to the segments within the EMC Information Infrastructure business, as they are managed centrally at the corporate level. For the three segments within the EMC Information Infrastructure business, gross profit is the segment operating performance measure.

Our segment information for the three and six months ended June 30, 2012 and 2011 is as follows (tables in thousands, except percentages):

13

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
June 30, 2012
Revenues:
Product revenues	$	2,512,914		$	45,497		$	103,458		$	2,661,869		$	516,868		$	—		$	3,178,737
Services revenues	1,304,311			107,276			117,312			1,528,899			603,757			—			2,132,656
Total consolidated revenues	3,817,225			152,773			220,770			4,190,768			1,120,625			—			5,311,393
Cost of sales	1,638,149			50,436			41,619			1,730,204			136,554			97,242			1,964,000
Gross profit	$	2,179,076		$	102,337		$	179,151		2,460,564			984,071			(97,242		)	3,347,393
Gross profit percentage	57.1		%	67.0		%	81.1		%	58.7		%	87.8		%	—			63.0		%
Research and development										371,899			198,729			85,313			655,941
Selling, general and administrative										1,128,312			433,649			154,689			1,716,650
Restructuring and acquisition-related charges										—			—			27,603			27,603
Total costs and expenses										1,500,211			632,378			267,605			2,400,194
Operating income										960,353			351,693			(364,847		)	947,199
Other income (expense), net										(28,911		)	4,538			(19,152		)	(43,525		)
Income before provision for income taxes										931,442			356,231			(383,999		)	903,674
Income tax provision										275,033			48,810			(109,587		)	214,256
Net income										656,409			307,421			(274,412		)	689,418
Net income attributable to the non-controlling interest in VMware, Inc.										—			(63,199		)	23,295			(39,904		)
Net income attributable to EMC Corporation										$	656,409		$	244,222		$	(251,117	)	$	649,514

14

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
June 30, 2011
Revenues:
Product revenues	$	2,432,702		$	44,226		$	102,273		$	2,579,201		$	464,783		$	—		$	3,043,984
Services revenues	1,135,792			115,646			93,861			1,345,299			456,055			—			1,801,354
Total consolidated revenues	3,568,494			159,872			196,134			3,924,500			920,838			—			4,845,338
Cost of sales	1,575,551			59,220			128,234			1,763,005			132,465			69,581			1,965,051
Gross profit	$	1,992,943		$	100,652		$	67,900		2,161,495			788,373			(69,581		)	2,880,287
Gross profit percentage	55.8		%	63.0		%	34.6		%	55.1		%	85.6		%	—			59.4		%
Research and development										318,068			140,338			80,485			538,891
Selling, general and administrative										1,075,046			354,839			145,804			1,575,689
Restructuring and acquisition-related charges										—			—			21,216			21,216
Total costs and expenses										1,393,114			495,177			247,505			2,135,796
Operating income										768,381			293,196			(317,086		)	744,491
Other income (expense), net										(8,953		)	2,745			26,075			19,867
Income before provision for income taxes										759,428			295,941			(291,011		)	764,358
Income tax provision										210,303			31,509			(69,081		)	172,731
Net income										549,125			264,432			(221,930		)	591,627
Net income attributable to the non-controlling interest in VMware, Inc.										—			(55,311		)	10,178			(45,133		)
Net income attributable to EMC Corporation										$	549,125		$	209,121		$	(211,752	)	$	546,494

15

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Six Months Ended:
June 30, 2012
Revenues:
Product revenues	$	4,967,649		$	81,559		$	199,947		$	5,249,155		$	998,439		$	—		$	6,247,594
Services revenues	2,538,483			216,767			227,340			2,982,590			1,175,587			—			4,158,177
Total consolidated revenues	7,506,132			298,326			427,287			8,231,745			2,174,026			—			10,405,771
Cost of sales	3,267,187			106,368			114,774			3,488,329			264,739			192,093			3,945,161
Gross profit	$	4,238,945		$	191,958		$	312,513		4,743,416			1,909,287			(192,093		)	6,460,610
Gross profit percentage	56.5		%	64.3		%	73.1		%	57.6		%	87.8		%	—			62.1		%
Research and development										710,115			377,394			156,249			1,243,758
Selling, general and administrative										2,222,324			838,242			306,281			3,366,847
Restructuring and acquisition-related charges										—			—			53,496			53,496
Total costs and expenses										2,932,439			1,215,636			516,026			4,664,101
Operating income										1,810,977			693,651			(708,119		)	1,796,509
Other income (expense), net										(57,413		)	11,839			(30,372		)	(75,946		)
Income before provision for income taxes										1,753,564			705,490			(738,491		)	1,720,563
Income tax provision										495,486			111,779			(202,099		)	405,166
Net income										1,258,078			593,711			(536,392		)	1,315,397
Net income attributable to the non-controlling interest in VMware, Inc.										—			(121,787		)	42,746			(79,041		)
Net income attributable to EMC Corporation										$	1,258,078		$	471,924		$	(493,646	)	$	1,236,356

16

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Six Months Ended:
June 30, 2011
Revenues:
Product revenues	$	4,816,713		$	85,358		$	189,453		$	5,091,524		$	883,719		$	—		$	5,975,243
Services revenues	2,191,258			225,689			180,935			2,597,882			879,831			—			3,477,713
Total consolidated revenues	7,007,971			311,047			370,388			7,689,406			1,763,550			—			9,452,956
Cost of sales	3,149,802			116,925			208,153			3,474,880			259,755			138,983			3,873,618
Gross profit	$	3,858,169		$	194,122		$	162,235		4,214,526			1,503,795			(138,983		)	5,579,338
Gross profit percentage	55.1		%	62.4		%	43.8		%	54.8		%	85.3		%	—			59.0		%
Research and development										616,201			263,999			160,799			1,040,999
Selling, general and administrative										2,080,310			689,428			301,882			3,071,620
Restructuring and acquisition-related charges										—			—			48,109			48,109
Total costs and expenses										2,696,511			953,427			510,790			4,160,728
Operating income										1,518,015			550,368			(649,773		)	1,418,610
Other income (expense), net										(32,946		)	4,269			(1,382		)	(30,059		)
Income before provision for income taxes										1,485,069			554,637			(651,155		)	1,388,551
Income tax provision										382,517			80,762			(168,909		)	294,370
Net income										1,102,552			473,875			(482,246		)	1,094,181
Net income attributable to the non-controlling interest in VMware, Inc.										—			(96,990		)	26,451			(70,539		)
Net income attributable to EMC Corporation										$	1,102,552		$	376,885		$	(455,795	)	$	1,023,642

Our revenues are attributed to the geographic areas according to the location of the customers. Revenues by geographic area are included in the following table (table in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
United States	$	2,856,914	$	2,507,142	$	5,490,308	$	4,878,174
Europe, Middle East and Africa	1,400,339		1,407,571		2,864,631		2,794,354
Asia Pacific and Japan	747,561		654,301		1,459,254		1,249,365
Latin America, Mexico and Canada	306,579		276,324		591,578		531,063
Total	$	5,311,393	$	4,845,338	$	10,405,771	$	9,452,956

No country other than the United States accounted for 10% or more of revenues during the three and six months ended June 30, 2012 or 2011.

Long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets, in the United States were $3,730.8 million at June 30, 2012 and $3,622.8 million at December 31, 2011. Internationally, long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets, were $627.8 million at June 30, 2012 and $616.5 million at December 31, 2011. No country other than the United States accounted for 10% or more of total long-lived assets, excluding financial instruments and deferred tax assets, at June 30, 2012 or December 31, 2011.

16.  Subsequent Events

In July 2012, VMware entered into a definitive agreement to acquire Nicira, Inc. (“Nicira”), a developer of software-defined networking solutions, for approximately $1,050.0 million in cash plus approximately $210.0 million of assumed unvested equity awards. The acquisition is subject to regulatory approvals and other customary closing conditions. The parties expect the acquisition to close during the second half of 2012. The acquisition has been approved by the boards of directors of both VMware and Nicira and the stockholders of Nicira.

17

Item 2. 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 Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements and should also be read in conjunction with the risk factors set forth in Item 1A of Part II. 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.

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 segments: Information Storage, Information Intelligence and RSA Information Security. The objective for our EMC Information Infrastructure business is to simultaneously increase our market share, invest in the business and improve our financial returns. During 2012, we will continue to innovate and invest in expanding our total addressable market through internal research and development (“R&D”) and through acquisitions to capitalize on the continued expansion of enterprise data. We have developed a product portfolio with customers’ current and future needs in mind; these needs will continue to evolve as the largest transformation in information technology (“IT”) history creates enormous opportunities in three secular trends: Cloud Computing, Big Data and Trust.

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 gaining traction, customers are increasingly recognizing that their ability to compete is tied to the efficiency, flexibility and agility of their IT operations and that transitioning to a cloud-based architecture will be a key component to their success. 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 pace of overall data growth, refers to the large repositories of corporate and external data, including unstructured information created by new applications (e.g. medical, entertainment, energy and geophysical), social media and other web repositories. With the continued growth of the investments we made in Big Data, we believe we are well-positioned in this market to continue assisting our customers in storing, managing and unlocking the value contained within this information. The successful transition to a model that leverages Cloud Computing and Big Data is dependent upon both the right infrastructure and the ability to build Trust into that infrastructure. Having a holistic and data-centric approach to security dangers is key to building Trust, and we have been at the forefront of this security trend. The new threat environment is transforming the way customers think about Trust, and we continue to build our data-centric approach to security to enable our customers to take full advantage of the benefits afforded by Cloud Computing and Big Data.

Our go-to-market model, where we continue to leverage our direct sales force and services organization, as well as our channel and services partners and service providers, positions us well to help customers transition to Cloud Computing and benefit from Big Data. Additionally, momentum continues to build at VCE Company LLC, our joint venture with Cisco, and other investors VMware and Intel, with their Vblock converged infrastructure product for building out cloud data centers.

VMware Virtual Infrastructure

VMware’s 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, end-user devices 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 (“ELAs”). Since the introduction of VMware vSphere in 2009, VMware has introduced more products that build on the vSphere foundation including VMware vSphere 5 and a comprehensive suite of cloud infrastructure technologies, as well as VMware View 5. 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 or extend its strategy to deliver solutions that can be hosted at customer data centers or at service providers.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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On a consolidated basis, our comprehensive portfolio of best-of-breed highly integrated solutions, wealth of experience and proven track record will allow us to leverage our strengths and position us to capitalize on the evolving trends of Cloud Computing, Big Data and Trust through 2012. As a result, we believe we will grow faster than the markets we serve in 2012 while simultaneously investing in the business and growing earnings per share at a rate faster than the rate at which we will grow our revenue.

RESULTS OF OPERATIONS

Revenues

The following tables present revenue by our segments:

	For the Three Months Ended
	June 30, 2012		June 30, 2011		$ Change			% Change
Information Storage	$	3,817.2	$	3,568.5	$	248.7		7.0	%
Information Intelligence Group	152.8		159.9		(7.1		)	(4.4	)
RSA Information Security	220.8		196.1		24.7			12.6
VMware Virtual Infrastructure	1,120.6		920.8		199.8			21.7
Total revenues	$	5,311.4	$	4,845.3	$	466.1		9.6	%

	For the Six Months Ended
	June 30, 2012		June 30, 2011		$ Change			% Change
Information Storage	$	7,506.1	$	7,008.0	$	498.1		7.1	%
Information Intelligence Group	298.3		311.0		(12.7		)	(4.1	)
RSA Information Security	427.3		370.4		56.9			15.4
VMware Virtual Infrastructure	2,174.0		1,763.6		410.4			23.3
Total revenues	$	10,405.8	$	9,453.0	$	952.8		10.1	%

Consolidated product revenues increased4.4% and 4.6% to $3,178.7 and $6,247.6for the three and six months ended June 30, 2012, respectively. The consolidated product revenues increase was primarily driven by the Information Storage and VMware Virtual Infrastructure segments’ product revenues. The overall growth in product revenue was due to continued higher demand for our portfolio of offerings to address the storage, data analysis and virtualization 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 and analyze and protect the data within their data centers.

The Information Storage segment’s product revenues increased3.3% and 3.1% to $2,512.9 and $4,967.6for the three and six months ended June 30, 2012, respectively. Within the networked storage platforms portfolio, which includes our high-end and mid-tier storage platform products, product revenues increased6.7% and 7.8% for the three and six months ended June 30, 2012, respectively. Within the high-end of the Information Storage segment, product revenues increased 2.8% and decreased 3.7% for the three and six months ended June 30, 2012, respectively. The increase in revenues for the three months ended June 30, 2012 was largely due to a refresh of the VMAX systems announced in May 2012 as approximately one third of our VMAX family revenues in the three months ended June 30, 2012 related to these updated offerings. The decrease in revenues for the six months ended June 30, 2012 was primarily driven by the strong growth in the six months ended June 30, 2011 associated with the introduction of FAST VP in conjunction with VMAX in the first quarter of 2011. Within the mid-tier of the Information Storage segment, which includes the VNX family, Backup and Recovery Systems, EMC Isilon and EMC Atmos, product revenues increased 9.6% and 17.3% for the three and six months ended June 30, 2012, respectively. Our VNX family continued to grow as a result of the continued demand from customers seeking storage solutions that are simple, efficient and highly integrated with other EMC and third party products. Our Backup and Recovery Systems division delivered strong year over year growth driven by the performance of our portfolio of backup products including EMC Data Domain and EMC Avamar. The scale-out file offering from EMC Isilon continues to deliver strong revenue growth as customers seek solutions to accommodate the growth of unstructured data. Finally, our EMC Greenplum Big Data analytics solutions portfolio continued to experience strong demand from new customers as well as repeat customers adding on to their existing analytics implementations.

The VMware Virtual Infrastructure segment’s product revenues increased11.2% and 13.0% to $516.9 and $998.4for the three and six months ended June 30, 2012, respectively. VMware’s license revenues increased in the second quarter of 2012

19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

primarily due to global demand across their product offerings. During the three months ended June 30, 2012 and 2011, respectively, ELAs comprised 29% and 26% of total sales and during the six months ended June 30, 2012 and 2011, respectively, ELAs comprised 26% and 24% of total sales.

The RSA Information Security segment’s product revenues increased1.2% and 5.5% to $103.5 and $199.9for the three and six months ended June 30, 2012, respectively. The increase in product revenues was primarily attributable to increased demand for our Security Management and Compliance products.

The Information Intelligence Group segment’s product revenues increased2.9% and decreased4.5% to $45.5 and $81.6for the three and six months ended June 30, 2012, respectively. The increase in product revenues during the three months ended June 30, 2012 was primarily attributable to investments in the business including a roll out of vertical specific offerings. The decrease in product revenues during the six months ended June 30, 2012 was largely due to changing customer demand, primarily in the first quarter of 2012. The Information Intelligence Group segment continues to evolve to meet the buying preferences of today’s content management customers by transitioning to lighter-weight, content-enabled applications using modern virtualized frameworks.

Consolidated services revenues increased18.4% and 19.6% to $2,132.7 and $4,158.2for the three and six months ended June 30, 2012, respectively. The consolidated services revenues increase was primarily driven by the Information Storage and VMware Virtual Infrastructure segments’ services revenues resulting from increased demand for maintenance-related services. In addition, we continue to provide expertise to customers on effective ways to enable Cloud Computing and to leverage their Big Data assets.

The Information Storage segment’s services revenues increased14.8% and 15.8% to $1,304.3 and $2,538.5for the three and six months ended June 30, 2012, respectively. The increase in services revenues was primarily attributable to higher demand for maintenance-related services associated with increased sales in storage products as well as increased maintenance renewals. In addition, a growing demand for professional services as we assist with customers’ transitions to cloud architectures, transforming IT infrastructures and virtualizing mission-critical applications also contributed to the increase in services revenues.

The VMware Virtual Infrastructure segment’s services revenues increased32.4% and 33.6% to $603.8 and $1,175.6for the three and six months ended June 30, 2012, respectively. The increase in services revenues was primarily attributable to growth in VMware’s software maintenance revenues. In the three months ended June 30, 2012, software maintenance revenues benefited from strong renewals, multi-year software maintenance contracts sold in previous periods and additional maintenance contracts sold in conjunction with new software license sales. Additionally, VMware experienced increased demand in their professional services, driven by the growth in their license sales and installed base.

The RSA Information Security segment’s services revenues increased25.0% and 25.6% to $117.3 and $227.3for the three and six months ended June 30, 2012, respectively. Services revenues increased due to an increase in maintenance revenues and professional services resulting from continued demand for support from our installed base. The Information Intelligence Group segment’s services revenues decreased7.2% and 4.0% to $107.3 and $216.8for the three and six months ended June 30, 2012, respectively.

Consolidated revenues by geography were as follows:

	For the Three Months Ended
	June 30, 2012		June 30, 2011		% Change
United States	$	2,856.9	$	2,507.1	14.0	%
Europe, Middle East and Africa	1,400.3		1,407.6		(0.5	)
Asia Pacific and Japan	747.6		654.3		14.3
Latin America, Mexico and Canada	306.6		276.3		11.0
Total revenues	$	5,311.4	$	4,845.3	9.6	%

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

	For the Six Months Ended
	June 30, 2012		June 30, 2011		% Change
United States	$	5,490.3	$	4,878.2	12.5	%
Europe, Middle East and Africa	2,864.6		2,794.4		2.5
Asia Pacific and Japan	1,459.3		1,249.4		16.8
Latin America, Mexico and Canada	591.6		531.1		11.4
Total revenues	$	10,405.8	$	9,453.0	10.1	%

Revenues increased for the three and six months ended June 30, 2012 compared to the same periods in 2011 in all of our geographic markets, excluding Europe, Middle East and Africa.

Changes in exchange rates negatively impacted revenue growth by 2.1% and 1.3%for the three and six months ended June 30, 2012, respectively. The impact of the change in rates was most significant in the Euro zone for the three and six months ended June 30, 2012.

Costs and Expenses

The following tables present our costs and expenses, other income and net income attributable to EMC Corporation:

	For the Three Months Ended
	June 30, 2012			June 30, 2011			$ Change			% Change
Cost of revenue:
Information Storage	$	1,638.1		$	1,575.6		$	62.5		4.0	%
Information Intelligence Group	50.4			59.2			(8.8		)	(14.9	)
RSA Information Security	41.6			128.2			(86.6		)	(67.6	)
VMware Virtual Infrastructure	136.6			132.5			4.1			3.1
Corporate reconciling items	97.2			69.6			27.6			39.7
Total cost of revenue	1,964.0			1,965.1			(1.1		)	(0.1	)
Gross margins:
Information Storage	2,179.1			1,992.9			186.2			9.3
Information Intelligence Group	102.3			100.7			1.6			1.6
RSA Information Security	179.2			67.9			111.3			163.9
VMware Virtual Infrastructure	984.1			788.4			195.7			24.8
Corporate reconciling items	(97.2		)	(69.6		)	(27.6		)	39.7
Total gross margin	3,347.4			2,880.3			467.1			16.2
Operating expenses:
Research and development(1)	655.9			538.9			117.0			21.7
Selling, general and administrative(2)	1,716.7			1,575.7			141.0			8.9
Restructuring and acquisition-related charges	27.6			21.2			6.4			30.2
Total operating expenses	2,400.2			2,135.8			264.4			12.4
Operating income	947.2			744.5			202.7			27.2
Investment income, interest expense and other expenses, net	(43.5		)	19.9			(63.4		)	(318.6	)
Income before income taxes	903.7			764.4			139.3			18.2
Income tax provision	214.3			172.7			41.6			24.1
Net income	689.4			591.6			97.8			16.5
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39.9		)	(45.1		)	5.2			(11.5	)
Net income attributable to EMC Corporation	$	649.5		$	546.5		$	103.0		18.8	%

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

	For the Six Months Ended
	June 30, 2012			June 30, 2011			$ Change			% Change
Cost of revenue:
Information Storage	$	3,267.2		$	3,149.8		$	117.4		3.7	%
Information Intelligence Group	106.4			116.9			(10.5		)	(9.0	)
RSA Information Security	114.8			208.2			(93.4		)	(44.9	)
VMware Virtual Infrastructure	264.7			259.8			4.9			1.9
Corporate reconciling items	192.1			139.0			53.1			38.2
Total cost of revenue	3,945.2			3,873.6			71.6			1.8
Gross margins:
Information Storage	4,238.9			3,858.2			380.7			9.9
Information Intelligence Group	192.0			194.1			(2.1		)	(1.1	)
RSA Information Security	312.5			162.2			150.3			92.7
VMware Virtual Infrastructure	1,909.3			1,503.8			405.5			27.0
Corporate reconciling items	(192.1		)	(139.0		)	(53.1		)	38.2
Total gross margin	6,460.6			5,579.3			881.3			15.8
Operating expenses:
Research and development(3)	1,243.8			1,041.0			202.8			19.5
Selling, general and administrative(4)	3,366.8			3,071.6			295.2			9.6
Restructuring and acquisition-related charges	53.5			48.1			5.4			11.2
Total operating expenses	4,664.1			4,160.7			503.4			12.1
Operating income	1,796.5			1,418.6			377.9			26.6
Investment income, interest expense and other expenses, net	(75.9		)	(30.1		)	(45.8		)	152.2
Income before income taxes	1,720.6			1,388.6			332.0			23.9
Income tax provision	405.2			294.4			110.8			37.6
Net income	1,315.4			1,094.2			221.2			20.2
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(79.0		)	(70.5		)	(8.5		)	12.1
Net income attributable to EMC Corporation	$	1,236.4		$	1,023.6		$	212.8		20.8	%

 ___________

(1) Amount includes corporate reconciling items of $85.3 and $80.5 for the three months ended June 30, 2012 and 2011, respectively.

(2) Amount includes corporate reconciling items of $154.7 and $145.8 for the three months ended June 30, 2012 and 2011, respectively.

(3) Amount includes corporate reconciling items of $156.2 and $160.8 for the six months ended June 30, 2012 and 2011, respectively.

(4) Amount includes corporate reconciling items of $306.3 and $301.9 for the six months ended June 30, 2012 and 2011, respectively.

Gross Margins

Overall our gross margin percentages were 63.0% and 59.4% for the three months ended June 30, 2012 and 2011, respectively. The increase in the gross margin percentage in the second quarter of 2012 compared to 2011 was attributable to the RSA Information Security segment, which increased overall gross margins by 198 basis points, the VMware Virtual Infrastructure segment, which increased overall gross margins by 144 basis points, the Information Storage segment, which increased overall gross margins by 61 basis points and the Information Intelligence Group segment, which increased overall gross margins by 13 basis points. The increase in corporate reconciling items, consisting of stock-based compensation, restructuring and acquisition-related charges, acquisition-related intangible asset amortization, amortization of VMware’s capitalized software from prior periods and transition costs, decreased the consolidated gross margin percentage by 57 basis points. Transition costs represent the incremental costs incurred to streamline our current cost structure.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

Our gross margin percentages were 62.1% and 59.0% for the six months ended June 30, 2012 and 2011, respectively. The increase in the gross margin percentage for the six months ended June 30, 2012 compared to 2011 was attributable to the VMware Virtual Infrastructure segment, which increased overall gross margins by 159 basis points, the RSA Information Security segment, which increased overall gross margins by 120 basis points, the Information Storage segment, which increased overall gross margins by 77 basis points and the Information Intelligence Group segment, which increased overall gross margins by 6 basis points. Additionally, the increase in corporate reconciling items decreased the consolidated gross margin percentage by 55 basis points.

For segment reporting purposes, stock-based compensation, restructuring and acquisition-related charges, acquisition-related intangible asset amortization, amortization of VMware’s capitalized software from prior periods and transition costs are recognized as corporate expenses and are not allocated among our various operating segments. The increase of $27.6 in the corporate reconciling items for the three months ended June 30, 2012 compared to the same period in 2011 was attributable to a $17.7increase in amortization of VMware’s capitalized software from prior periods, a $6.8increase in acquisition-related intangible asset amortization expense, a $2.3increase in transition costs and a $0.8increase in stock-based compensation expense. The increase of $53.1 in the corporate reconciling items for the six months ended June 30, 2012 compared to the same period in 2011 was attributable to a $36.3increase in amortization of VMware’s capitalized software from prior periods, a $14.9increase in acquisition-related intangible asset amortization expense and a $3.5increase in transition costs, partially offset by a $1.6decrease in stock-based compensation expense.

The gross margin percentages for the Information Storage segment were 57.1% and 55.8% for the three months ended June 30, 2012 and 2011, respectively, and were 56.5% and 55.1% for the six months ended June 30, 2012 and 2011, respectively. The increase in gross margin percentage for both the three and six months ended June 30, 2012 compared to the same periods in 2011 was attributable to improved product and service gross margins, driven by a shift in mix towards higher margin products and services, higher sales volume and an improved cost structure.

The gross margin percentages for the VMware Virtual Infrastructure segment were 87.8% and 85.6% for the three months ended June 30, 2012 and 2011, respectively, and were 87.8% and 85.3% for the six months ended June 30, 2012 and 2011, respectively. The increase in gross margin percentage for both the three and six months ended June 30, 2012 compared to the same periods in 2011 was primarily attributable to improvements in services gross margins due to growth in maintenance revenue.

The gross margin percentages for the RSA Information Security segment were 81.1% and 34.6% for the three months ended June 30, 2012 and 2011, respectively, and were 73.1% and 43.8% for the six months ended June 30, 2012 and 2011, respectively. The increase in gross margin percentage for both the three and six months ended June 30, 2012 compared to the same periods in 2011 was due to an increase in product margins. The increase in product margins was primarily due to the one-time impact of RSA remediation associated with working with our customers to implement remediation programs which negatively impacted gross margin in the first quarter of 2011 as well as a release of the excess reserve, which positively impacted gross margin in the second quarter of 2012.

The gross margin percentages for the Information Intelligence Group segment were 67.0% and 63.0% for three months ended June 30, 2012 and 2011, respectively, and were 64.3% and 62.4% for the six months ended June 30, 2012 and 2011, respectively. The increase in gross margin percentage for both the three and six months ended June 30, 2012 compared to the same periods in 2011 was attributable to an increase in license volumes in the three months ended June 30, 2012 and services margin improvement.

Research and Development

As a percentage of revenues, R&D expenses were 12.3% and 11.1% for the three months ended June 30, 2012 and 2011, respectively, and were 12.0% and 11.0% for the six months ended June 30, 2012 and 2011, respectively. R&D expenses increased$117.1 and $202.8 for the three and six months ended June 30, 2012, respectively, compared to the same periods in 2011 primarily due to an increase in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, infrastructure costs and depreciation expense. Personnel-related costs increased by $71.4 and $118.3, infrastructure costs increased by $28.7 and $50.3 and depreciation expense increased by $3.5 and $6.2 for the three and six months ended June 30, 2012, respectively, when compared to the same periods in 2011. Also increasing these costs was a decrease in capitalized software development costs of $15.6 and $23.9 for the three and six months ended June 30, 2012, respectively.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

Corporate reconciling items within R&D, which consist of stock-based compensation, intangible asset amortization and transition costs, increased$4.9 and decreased$4.6 for the three and six months ended June 30, 2012, respectively, when compared to the same periods in 2011. Stock-based compensation expense increased$4.7 and decreased$3.8, intangible asset amortization decreased$1.8 and $3.1 and transition costs increased$2.0 and $2.3 for the three and six months ended June 30, 2012, respectively, when compared to the same periods in 2011.

R&D expenses within EMC’s Information Infrastructure business, as a percentage of EMC’s Information Infrastructure business revenues, were 8.9% and 8.1% for the three months ended June 30, 2012 and 2011, respectively, and were 8.6% and 8.0% for the six months ended June 30, 2012 and 2011, respectively. R&D expenses increased$53.8 and $93.9 for the three and six months ended June 30, 2012, respectively, primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, infrastructure costs and depreciation expense. Personnel-related costs increased by $34.2 and $62.2, infrastructure costs increased by $22.7 and $41.3 and depreciation expense increased by $4.7 and $8.3 for the three and six months ended June 30, 2012, respectively. Partially offsetting these increased costs was an increase in capitalized software development costs of $9.8 and $28.9 for the three and six months ended June 30, 2012, respectively. The increase in capitalized software development costs is primarily due to the timing of products reaching technological feasibility.

R&D expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 17.7% and 15.2% for the three months ended June 30, 2012 and 2011, respectively, and were 17.4% and 15.0% for the six months ended June 30, 2012 and 2011, respectively. R&D expenses increased$58.4 and $113.4 for the three and six months ended June 30, 2012, respectively, compared to the same periods in 2011 largely due to increases in personnel-related costs of $30.5 and $57.6 and a decrease in capitalized software development costs of $25.4 and $52.9 as VMware ceased capitalization of software development costs. Following the release of vSphere 5 and the comprehensive suite of cloud infrastructure technologies in the third quarter of 2011, VMware determined that its go-to-market strategy had changed from single solutions to product suite solutions. As a result of this change in strategy, and the related increased importance of interoperability between VMware’s products, the length of time between achieving technological feasibility and general release to customers significantly decreased. VMware expects its products to be available for general release soon after technological feasibility has been established.

Selling, General and Administrative

As a percentage of revenues, selling, general and administrative (“SG&A”) expenses were 32.3% and 32.5% for the three months ended June 30, 2012 and 2011, respectively, and were 32.4% and 32.5% for the six months ended June 30, 2012 and 2011, respectively. SG&A expenses increased by $141.0 and $295.2 for the three and six months ended June 30, 2012, respectively, compared to the same periods in 2011 primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, commissions and depreciation expense. Personnel-related costs increased by $82.6 and $184.2, commissions increased by $22.5 and $62.7 and depreciation expense increased by $8.9 and $17.9 for the three and six months ended June 30, 2012, respectively.

Corporate reconciling items within SG&A, which consist of stock-based compensation, intangible asset amortization and transition costs increased$8.9 and $4.3 for the three and six months ended June 30, 2012, respectively, when compared to the same periods in 2011. Stock-based compensation expense increased$10.3 and $6.8, intangible asset amortization decreased$3.8 and $5.8 and transition costs increased$2.4 and $3.3 for the three and six months ended June 30, 2012, respectively. The decrease in stock-based compensation expense was primarily due to the significant costs during 2011 related to the Isilon acquisition, which was consummated in the fourth quarter of 2010.

SG&A expenses within EMC’s Information Infrastructure business, as a percentage of EMC’s Information Infrastructure business revenues, were 26.9% and 27.4% for the three months ended June 30, 2012 and 2011, respectively, and were 27.0% and 27.1% for the six months ended June 30, 2012 and 2011, respectively. SG&A expenses increased$53.3 and $142.0 for the three and six months ended June 30, 2012, respectively, when compared to the same periods in 2011 primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, commissions and depreciation expense. Personnel-related costs increased by $15.7 and $67.1, commissions increased by $16.0 and $54.9 and depreciation expense increased by $8.8 and $16.5 for the three and six months ended June 30, 2012, respectively.

SG&A expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 38.7% and 38.5% for the three months ended June 30, 2012 and 2011, respectively, and were 38.6% and 39.1% for the six months ended June 30, 2012 and 2011, respectively. SG&A expenses increased $78.8 and $148.8 for the three and six months ended June 30, 2012, respectively, when compared to the same periods in 2011 primarily due to growth in personnel-related expenses driven by incremental headcount as well as an increase in the costs of marketing programs.

24

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

Restructuring and Acquisition-Related Charges

For the three months ended June 30, 2012 and 2011, we incurred restructuring and acquisition-related charges of $27.6 and $21.2, respectively. For the six months ended June 30, 2012 and 2011, we incurred restructuring and acquisition-related charges of $53.5 and $48.1, respectively. For the three and six months ended June 30, 2012, we incurred $23.6 and $47.8, respectively, of restructuring charges, primarily related to our current year restructuring programs and $4.0 and $5.7, respectively, of charges in connection with acquisitions for financial advisory, legal and accounting services. For the three and six months ended June 30, 2011, we incurred $17.9 and $41.2, respectively, of restructuring charges, primarily related to our 2011 restructuring programs and $3.3 and $6.9, respectively, of charges in connection with acquisitions for financial advisory, legal and accounting services.

Investment Income

Investment income was $26.0 and $36.0 for the three months ended June 30, 2012 and 2011, respectively, and $55.4 and $74.2 for the six months ended June 30, 2012 and 2011, respectively. Investment income decreased for the three and six months ended June 30, 2012 when compared to the same periods in 2011 primarily due to lower coupon income. For the three months ended June 30, 2012, coupon income was $26.4, partially offset by net realized losses of $1.1. For the six months ended June 30, 2012, coupon income was $52.4 and net realized gains were $1.5. Additionally, coupon income was $28.7 and $60.0 and net realized gains were $6.3 and $13.0 for the three and six months ended June 30, 2011, respectively.

Interest Expense

Interest expense was $18.5 and $46.5 for the three months ended June 30, 2012 and 2011, respectively, and was $36.7 and $91.5 for the six months ended June 30, 2012 and 2011, respectively. Interest expense consists primarily of interest on the 2011 Notes and 2013 Notes. Included in interest expense are non-cash interest charges related to amortization of the debt discount attributable to the conversion feature of $15.0 and $30.0 for the three months ended June 30, 2012 and 2011, respectively, and $29.7 and $59.3 for the six months ended June 30, 2012 and 2011, respectively, as we are accreting the 2011 Notes and 2013 Notes to their stated values over their term. See Note 4 to the consolidated financial statements.

Other Income (Expense), Net

Other income (expense), net was $(51.0) and $30.4 for the three months ended June 30, 2012 and 2011, respectively, and was $(94.6) and $(12.8) for the six months ended June 30, 2012 and 2011, respectively. Other expense in 2012 primarily consists of our consolidated share of the losses from our converged infrastructure joint venture, VCE Company LLC, and losses on interest rate swaps, partially offset by our net gains from the sale of strategic investments held at cost, which includes the gain on our investment in XtremIO of $31.6 in the three months ended June 30, 2012. Our consolidated share of the losses from VCE was $59.5 and $46.6 for the three months ended June 30, 2012 and 2011, respectively, and was $115.0 and $88.4 for the six months ended June 30, 2012 and 2011, respectively. This joint venture is accounted for under the equity method. See Note 9 to the consolidated financial statements. Losses on interest rate swaps were $39.5 for the three and six months ended June 30, 2012. See Note 4 to the consolidated financial statements. Net gains from the sale of strategic investments held at cost were $45.6 and $65.0 for the three months ended June 30, 2012 and 2011, respectively, and were $67.6 and $65.1 for the six months ended June 30, 2012 and 2011, respectively.

Provision for Income Taxes

Our effective income tax rates were 23.7% and 23.5% for the three and six months ended June 30, 2012, respectively. Our effective income tax rates were 22.6% and 21.2% for the three and six months ended June 30, 2011, respectively. Our effective income tax rate is based upon estimated income before tax for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax audits or other tax contingencies. For the three and six months ended June 30, 2012 and 2011, the effective income tax rate varied from the statutory income tax rate principally as a result of the mix of income attributable to foreign versus domestic jurisdictions. Our aggregate income tax rate in foreign jurisdictions is lower than our income tax rate in the United States; substantially all of our income before provision for income taxes from foreign operations has been earned by our Irish subsidiaries. We do not believe that any recent or currently expected developments in non-U.S. tax jurisdictions are reasonably likely to have a material impact on our effective income tax rate.

Our effective income tax rate increased in the three and six months ended June 30, 2012 from the three and six months ended June 30, 2011 due primarily to the expiration of the U.S. federal research and development tax credit for 2012. The U.S.

25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

federal research and development tax credit reduced our effective income tax rate by approximately 1.8% for the three and six months ended June 30, 2011. There were also differences in composition of income before tax in different countries, change in tax contingency reserves and discrete items, the net impact of which is immaterial.

During the three months ended June 30, 2012, we determined that since VMware’s initial public offering in 2007, we have incorrectly recorded deferred tax liabilities on the gains and losses associated with changes in the non-controlling interest. These deferred tax liabilities were recorded as a reduction to additional paid-in capital and therefore had no impact on our previously reported consolidated income statements. The error resulted in an overstatement of our deferred tax liability and an understatement of our additional paid-in capital of $352.6 in our December 31, 2011 consolidated balance sheet and an understatement of additional paid-in capital of $407.2 in our statement of shareholders’ equity for the six months ended June 30, 2011.  These corrections did not impact our income tax provision in any current or prior period. See Note 1 to the consolidated financial statements.

We are routinely under audit by the Internal Revenue Service (the “IRS”). We have concluded all U.S. federal income tax matters for years through 2008. The IRS is expected to commence a federal income tax audit for the tax years of 2009 and 2010 in the third quarter of 2012. We also have income tax audits in process in numerous state, local and international jurisdictions. Based on the timing and outcome of examinations of EMC, the result of the expiration of statutes of limitations for specific jurisdictions and/or the timing and result of ruling requests from taxing authorities, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in our statement of financial position. We anticipate that several of these audits may be finalized within the next 12 months. Based on the status of these examinations, and the protocol of finalizing such audits, it is not possible to estimate the impact of the amount of such changes, if any, to our previously recorded uncertain tax positions.

Our effective income tax rate for the remainder of 2012 may be affected by such factors as changes in tax laws, regulations or income tax rates, changing interpretation of existing laws or regulations, the impact of accounting for stock-based compensation, the impact of accounting for business combinations, changes in our international organization, and changes in overall levels of income before tax. Our effective income tax rate may also be adversely affected by earnings being lower than anticipated in countries where we have lower statutory income tax rates and higher than anticipated in countries where we have higher statutory income tax rates.

Non-controlling Interest in VMware, Inc.

The net income attributable to the non-controlling interest in VMware was $39.9 and $45.1 for the three months ended June 30, 2012 and 2011, respectively, and was $79.0 and $70.5 for the six months ended June 30, 2012 and 2011, respectively. The decrease in the three months ended June 30, 2012, compared to the same period in 2011 was due to a decrease in VMware’s net income. The increase in the six months ended June 30, 2012, compared to the same period in 2011 was due to increases in VMware’s net income and increases in the weighted average percentage ownership by the non-controlling interest in VMware. VMware’s net income was $191.7 and $220.2 for the three months ended June 30, 2012 and 2011, respectively, and was $383.2 and $346.0 for the six months ended June 30, 2012 and 2011, respectively. The weighted average non-controlling interest in VMware was approximately 21% for both the three months ended June 30, 2012 and 2011, and was approximately 21% and 20% for the six months ended June 30, 2012 and 2011, 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. During the six months ended June 30, 2012, EMC purchased approximately 1.1 million VMware shares for approximately $94.9.

Financial Condition

Cash provided by operating activities was $2,925.2 and $2,198.2 for the six months ended June 30, 2012 and 2011, respectively. Cash received from customers was $11,286.2 and $10,176.3 for the six months ended June 30, 2012 and 2011, respectively. The increase in cash received from customers was attributable to a general increase in sales volume. Cash paid to suppliers and employees was $8,050.9 and $7,621.7 for the six months ended June 30, 2012 and 2011, respectively. The increase was primarily attributable to a general growth in the business to support the increased revenue base. For the six months ended June 30, 2012 and 2011, we paid $307.9 and $355.8, 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 $1,784.3 and $1,832.6 for the six months ended June 30, 2012 and 2011, respectively. Cash used for business acquisitions, strategic and other investments was $586.1 and $625.1 for the six months ended June 30, 2012 and 2011, respectively. The increase was due to an increase in acquisition activity with EMC acquiring

26

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

eight and five companies in the six months ended June 30, 2012 and 2011, respectively. Additionally, in the six months ended June 30, 2012 and 2011, we also provided funding of $107.3 and $124.3, respectively, to our joint ventures, VCE Company LLC, and Canopy, our joint venture with Atos. Capital additions were $332.3 and $406.2 for the six months ended June 30, 2012 and 2011, respectively. The lower level of capital additions was primarily attributable to increased spending in 2011 on facility expansion and information technology infrastructure. Capitalized software development costs were $206.6 and $231.6 for the six months ended June 30, 2012 and 2011, respectively. The decrease was primarily attributable to VMware’s change in go-to-market strategy, somewhat offset by EMC Information Infrastructure’s efforts on its software development activities. Net purchases of investments were $552.0 and $272.4 for the six months ended June 30, 2012 and 2011, respectively. This activity varies from period to period based upon our cash collections, cash requirements and maturity dates of our investments.

In July 2012, VMware entered into a definitive agreement to acquire Nicira, Inc., a developer of software-defined networking solutions, for approximately $1,050.0 in cash plus approximately $210.0 of assumed unvested equity awards. The acquisition is subject to regulatory approvals and other customary closing conditions and is expected to close during the second half of 2012. 

Cash used in financing activities was $1,669.1 and $604.5 for the six months ended June 30, 2012 and 2011, respectively. We spent $1,699.8 for payment of our convertible debt in the six months ended June 30, 2012. We spent $260.0 and $1,100.0 to repurchase 9.9 million and 41.6 million shares of our common stock for the six months ended June 30, 2012 and 2011, respectively. We also spent $94.9 and $99.9 to purchase 1.1 million shares of VMware’s common stock in both the six months ended June 30, 2012 and 2011, respectively. Additionally, in the six months ended June 30, 2012 and 2011, respectively, VMware spent $178.2 and $280.4 to repurchase 1.8 million and 3.2 million shares of its common stock. We generated $444.2 and $623.2 during the six months ended June 30, 2012 and 2011, respectively, from the exercise of stock options. We generated $154.9 and $252.1 during the six months ended June 30, 2012 and 2011, respectively, of excess tax benefits from stock-based compensation.

We expect to continue to generate positive cash flows from operations for the remainder of 2012 and to use cash generated by operations as our primary source of liquidity. We believe that existing cash and cash equivalents, together with any cash generated from operations will be sufficient to meet normal operating requirements for the next twelve months.

The 2011 Notes matured and a majority of the noteholders exercised their right to convert the outstanding 2011 Notes at the end of 2011. Pursuant to the settlement terms, the majority of the converted 2011 Notes were not settled until January 9, 2012. At that time, we paid the noteholders $1,699.8 in cash for the outstanding principal and 29.5 million shares for the $661.4 excess of the conversion value over the principal amount, as prescribed by the terms of the 2011 Notes.

The remaining $1,710.3 of the 2013 Notes is due in November 2013. Based upon the closing price of our common stock for the prescribed measurement period during the three months ended June 30, 2012, the contingent conversion thresholds on the 2013 Notes were exceeded. As a result, the 2013 Notes are convertible at the option of the holder through September 30, 2012. 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. Approximately $14.7 of the 2013 Notes have been converted as of June 30, 2012.

In connection with the issuance of the 2011 Notes and 2013 Notes, we entered into separate convertible note hedge transactions with respect to our common stock (the “Purchased Options”). The Purchased Options allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would pay to the holders of the 2011 Notes and 2013 Notes upon conversion. The Purchased Options will cover, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock. We paid an aggregate amount of $669.1 of the proceeds from the sale of the 2011 Notes and 2013 Notes for the Purchased Options that was recorded as additional paid-in-capital in shareholders’ equity. In the fourth quarter of 2011, we exercised 107.5 million of the Purchased Options in conjunction with the planned settlements of the 2011 Notes, and we received 29.5 million shares of net settlement on January 9, 2012, representing the excess conversion value of the options. The remaining 107.5 million of the Purchased Options expire on December 1, 2013.

We also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. We received aggregate proceeds of $391.1 from the sale of the associated warrants. Upon exercise, the value of the warrants is required to be settled in shares. Half of the associated warrants were exercised between February 15, 2012 and March 14, 2012 and the remaining half of the associated warrants have expiration dates between February 18, 2014 and March 18, 2014. During the first quarter of 2012, the exercised warrants were settled with 32.3 million shares of our common stock.

27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

We have available for use a credit line of $50.0 in the United States. As of June 30, 2012, 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 June 30, 2012, we were in compliance with the covenants. As of June 30, 2012, the aggregate amount of liabilities of our subsidiaries was approximately $7,003.6.

At June 30, 2012, our total cash, cash equivalents, and short-term and long-term investments were $10,906.1. This balance includes approximately $5,346.9 held by VMware, of which $2,694.0 is held overseas, and $1,854.9 held by EMC in overseas entities. If these overseas funds are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

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

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). EMC used certain non-GAAP financial measures in the three months ended June 30, 2012 which exclude stock-based compensation, amortization of intangible assets, restructuring and acquisition-related charges, amortization of VMware’s capitalized software from prior periods, and infrequently occurring gains, losses and charges to measure its gross margin, operating margin, non-operating income (expense), net income and diluted earnings per share for purposes of managing our business. EMC also assesses its financial performance by measuring its free cash flow which is also a non-GAAP financial measure. Free cash flow is defined as net cash provided by operating activities, less additions to capital expenditures and capitalized software development costs. 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. 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 ended June 30, 2012 and 2011 were as follows:

	For the Three Months Ended
	June 30, 2012			June 30, 2011
Gross margin	$	3,418.2		$	3,015.9
Gross margin percentage	64.4		%	62.2		%
Operating income	1,275.1			1,121.4
Operating income percentage	24.0		%	23.1		%
Non-operating income (expense)	(35.2		)	(33.7		)
Income tax provision	310.0			239.3
Net income attributable to EMC	866.7			793.2
Diluted earnings per share attributable to EMC	$	0.39		$	0.35

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 products 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.

28

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

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

	For the Three Months Ended June 30, 2012
	GAAP	Stock-based compensation	Intangible asset amortization	Restructuring and acquisition- related charges	Amortization of VMware's capitalized software from prior periods	RSA special charge (release)	Loss on interest rate swaps	Gain on strategic investment	Non-GAAP
Gross margin	$3,347.4	$30.9	$46.0	$—	$17.7	$(23.8)	$—	$—	$	3,418.2
Operating income	947.2	218.8	87.6	27.6	17.7	(23.8)	—	—	1,275.1
Non-operating income (expense)	(43.5)	0.4	—	—	—	—	39.5	(31.6)	(35.2		)
Income tax provision	214.3	47.3	27.7	5.7	5.6	(5.7)	15.0	—	310.0
Net income attributable to EMC	649.5	154.2	57.0	21.6	9.6	(18.1)	24.5	(31.6)	866.7
Diluted earnings per share attributable to EMC	$0.29	$0.07	$0.03	$0.01	$—	$(0.01)	$0.01	$(0.01)	$	0.39

	For the Three Months Ended June 30, 2011
	GAAP		Stock-based compensation		Intangible asset amortization		Restructuring and acquisition- related charges		RSA special charge (release)		Gain on strategic investment			Non-GAAP
Gross margin	$	2,880.3	$	30.1	$	39.2	$	—	$	66.3	$	—		$	3,015.9
Operating income	744.5		203.0		86.4		21.2		66.3		—			1,121.4
Non-operating income (expense)	19.9		2.5		—		—		—		(56.0		)	(33.7		)
Income tax provision	172.7		47.6		26.2		2.3		10.1		(19.6		)	239.3
Net income attributable to EMC	546.5		142.9		57.9		18.6		56.2		(28.9		)	793.2
Diluted earnings per share attributable to EMC	$	0.24	$	0.06	$	0.03	$	0.01	$	0.03	$	(0.01	)	$	0.35

We also monitor our ability to generate free cash flow in relationship to our non-GAAP net income attributable to EMC over comparable periods. For the six months ended June 30, 2012, our free cash flow was $2,386.4, an increase of 52.9% compared to the free cash flow generated for the six months ended June 30, 2011. The free cash flow for the six months ended June 30, 2012 exceeded our same period non-GAAP net income attributable to EMC by $701.7. 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.

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

	For the Six Months Ended
	June 30, 2012			June 30, 2011
Cash Flow from Operations	$	2,925.2		$	2,198.2
Capital Expenditures	(332.3		)	(406.2		)
Capitalized Software Development Costs	(206.6		)	(231.6		)
Free Cash Flow	$	2,386.4		$	1,560.5

29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

Free cash flow represents a non-GAAP measure related to operating cash flows. In contrast, our GAAP measure of cash flow consists of three components. These are cash flows provided by operating activities of $2,925.2 and $2,198.2 for the six months ended June 30, 2012 and 2011, respectively, cash used in investing activities of $1,784.3 and $1,832.6 for the six months ended June 30, 2012 and 2011, respectively, and net cash used in financing activities of $1,669.1 and $604.5 for the six months ended June 30, 2012 and 2011, respectively.

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.

30

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk affecting us, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K filed with the SEC on February 24, 2012. Our exposure to market risks has not changed materially from that set forth in our Annual Report.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

We are involved in a variety of claims, demands, suits, investigations and proceedings that arise from time to time relating to matters incidental to the ordinary course of our business, including actions with respect to contracts, intellectual property, product liability, employment, benefits and securities matters. As required by authoritative guidance, we have estimated the amount of probable losses that may result from all currently pending matters, and such amounts are reflected in our consolidated financial statements. These recorded amounts are not material to our consolidated financial position or results of operations and no additional material losses related to these pending matters are reasonably possible. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business, results of operations or financial condition. Because litigation is inherently unpredictable, however, the actual amounts of loss may prove to be larger or smaller than the amounts reflected in our consolidated financial statements, and we could incur judgments or enter into settlements of claims that could adversely affect our operating results or cash flows in a particular period.

Item 1A. RISK FACTORS

The risk factors that appear below could materially affect our business, financial condition and results of operations. This description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. 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 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

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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. Natural disasters, such as the recent flooding in Thailand affecting our disk drive component suppliers, have also in the past and may continue to impact our ability to procure certain components in a timely fashion. 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, beta programs and product promotions that can cause revenue recognition of certain orders to be deferred until future products to which customers are entitled become available;

• 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 introduction of new pricing and packaging models for VMware’s product offerings;

• 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;

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• 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;

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

• the timing and amount of software development costs that are capitalized 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;

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• 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 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;

• meeting our sustainability goals; 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 $6.9 billion in short- and long-term investments as of June 30, 2012. 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, including the downgrade of U.S. government debt, could cause the investments to decline in value or could impact the liquidity

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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;

• 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

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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;

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

• political or social unrest;

• 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 an implied currency rate derived from actively traded bonds in order to translate the foreign currency denominated balance sheet. This rate is analogous to the “System for Transactions in Foreign Currency Securities” or SITME rate. 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 implied 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 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

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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.

Cybersecurity breaches could expose us to liability, damage our reputation, compromise our ability to conduct business, require us to incur significant costs or otherwise adversely affect our financial results.

We retain sensitive data, including intellectual property, proprietary business information and personally identifiable information, in our secure data centers and on our networks. We face a number of threats to our data centers and networks of unauthorized access, security breaches and other system disruptions. 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, such as the sophisticated cyber attack on our RSA division that we disclosed in March 2011. Any such security breach may compromise information stored on our networks and may result in significant data losses or theft of our, our customers’, our business partners’ or our employees’ intellectual property, proprietary business information or personally identifiable information. In addition, we have outsourced a number of our business functions to third party contractors, and any breach of their security systems could adversely affect us.

A cybersecurity breach 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. In addition, a cyber attack could result in other negative consequences, including remediation costs, disruption of internal operations, increased cybersecurity protection costs, lost revenues or litigation.

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.

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

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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 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. On April 23, 2012, VMware became aware of the public posting by a hacker of a single file from the VMware ESX source code. The hacker has publicly indicated that additional portions of the VMware source code and EMC source code will be posted in the future. The posted VMware code and associated commentary is from the 2004 timeframe.

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 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 Education Jobs and Medicaid Assistance Act), which included several international tax provisions with minimal impact on the Company’s effective tax rate. As part of its FY 2012 budget, the Administration has re-proposed, with certain modifications, a number of tax provisions that were not adopted during the previous Congress. Although the scope of future changes remains 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.

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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 materially 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 known or unknown 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 recoverability of benefits from goodwill and intangible assets and the potential impairment of these assets;

• 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.

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.

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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 was 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, 2011. We continue to gradually shift the asset allocation to lower the percentage of investment in equity securities and increase the percentage of investments in long-duration 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, 2011, the ten-year historical rate of return on plan assets was 5.5%, and the inception to date return on plan assets was 9.8%. In 2011, we experienced an 8.9% 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 materially 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, natural disasters or climate change.

Terrorist acts, acts of war, natural disasters, or the direct and indirect effects of climate change (such as sea level rise, increased storm severity, drought, flooding, wildfires, pandemics, and social unrest from resource depletion and rising food prices) 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 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES IN THE SECOND QUARTER OF 2012

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
April 1, 2012 – April 30, 2012	3,213,206		$	27.78	3,125,803	51,046,433
May 1, 2012 – May 31, 2012	6,563,696		25.79		6,343,476	44,702,957
June 1, 2012 – June 30, 2012	872,618		23.96		429,848	44,273,109
Total	10,649,520	(2)	$	26.24	9,899,127	44,273,109

(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 750,393 shares withheld from employees for the payment of taxes.

41

Item 3.    DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.    MINE SAFETY DISCLOSURES

Not applicable.

Item 5.    OTHER INFORMATION

None.

Item 6.    EXHIBITS

(a) Exhibits

See index to Exhibits on page 54 of this report.

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 2, 2012	EMC CORPORATION
	By:	/s/ David I. Goulden
		David I. Goulden
		President and Chief Operating Officer
		(Principal Financial Officer)

43

EXHIBIT INDEX

3.1	Restated Articles of Organization of EMC Corporation. (1)
3.2	Amended and Restated Bylaws of EMC Corporation. (2)
4.1	Form of Stock Certificate. (3)
4.2	Indenture with Wells Fargo Bank, N.A., as trustee, dated as of November 17, 2006. (4)
4.3	Registration Rights Agreement with Goldman, Sachs & Co., Lehman Brothers Inc. and Citigroup Global Markets Inc., dated as of November 17, 2006. (4)
10.1	XtremIO Ltd. Amended and Restated 2010 US Share Option Plan. (filed herewith)
10.2	XtremIO Ltd. 2010 Israeli Share Option Plan. (filed herewith)
10.3	Syncplicity, Inc. 2008 Equity Incentive Plan adopted on August 23, 2008 (as amended on August 2, 2010 and August 19, 2010). (filed herewith)
10.4*	Letter Agreement with William F. Scannell dated July 16, 2012. (filed herewith)
31.1	Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2	Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
101.INS**	XBRL Instance Document. (filed herewith)
101.SCH**	XBRL Taxonomy Extension Schema. (filed herewith)
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase. (filed herewith)
101.DEF**	XBRL Taxonomy Extension Definition Linkbase. (filed herewith)
101.LAB**	XBRL Taxonomy Extension Label Linkbase. (filed herewith)
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase. (filed herewith)

_________________

*

Identifies an exhibit that is a management contract or compensatory plan or arrangement.

**

Pursuant to Rule 406T of Regulation S-T, these interactive data files shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

(1) Incorporated by reference to EMC Corporation’s Annual Report on Form 10-K filed February 27, 2009 (No. 1-9853).

(2) Incorporated by reference to EMC Corporation’s Quarterly Report on Form 10-Q filed May 5, 2011 (No. 1-9853).

(3) Incorporated by reference to EMC Corporation’s Annual Report on Form 10-K filed February 29, 2008 (No. 1-9853).

(4) Incorporated by reference to EMC Corporation’s Current Report on Form 8-K filed November 17, 2006 (No. 1-9853).

44

EX-10.1

Exhibit 10.1

XTREMIO LTD.

Amended and Restated 2010 US SHARE OPTION PLAN

Approved by the Board of Directors on January 29, 2012

Approved by the Shareholders on January 29, 2012

1.Purposes of the Plan. The purposes of this 2010 US Share Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees, Directors and Consultants of the Company and its Subsidiaries, and to promote the success of the Company’s business. Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock Options at the discretion of the Committee, subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder.

2.Definitions. As used herein, and in any Option granted hereunder, the following definitions shall apply:

(a)“Affiliate” shall mean any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with, the Company.

(b)“Applicable Laws” shall mean the requirements applicable to the administration of stock option plans under the State of Israel, U.S. state corporate laws, U.S. federal and state securities laws, the Code, any applicable stock exchange or quotation system on which the Ordinary Shares are listed or quoted and applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan.

(c)“Board” shall mean the Board of Directors of the Company.

(d)“Cause” means, when used in connection with the termination of employment with, or service to the Company or an Affiliate, as a result of a basis for termination, including, but not limited to: dishonesty toward the Company or Affiliate, insubordination, substantial malfeasance or nonfeasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or Affiliate; or, any substantial breach by the Optionee of (i) his or her employment or service agreement or (ii) any other obligations toward Company or Affiliate.

(e)“Code” shall mean the Internal Revenue Code of 1986, as now in effect or as hereafter amended

(f)“Company” shall mean XtremIO Ltd., an Israeli company.

(g)“Committee” shall mean the Committee appointed by the Board in accordance with Section 4(a) of the Plan. If the Board does not appoint or ceases to maintain a Committee, the term Committee shall refer to the Board.

(h)“Consultant” shall mean any independent contractor retained to perform services for the Company and Subsidiaries (held directly or indirectly by the Company).

(i)“Continuous Employment” shall mean the absence of any interruption or termination of service as an Employee, Director or Consultant by the Company or any Subsidiary. Continuous Employment shall not be considered interrupted during any period of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company and any Parent, Subsidiary or successor of the

Company. A leave of absence approved by the Company shall include sick leave, military leave or any other personal leave approved by an authorized representative of the Company. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless re-employment upon expiration of such leave is guaranteed by statute or contract.

(j)“Director” shall mean a director of the Company.

(k)“Effective Date” shall mean the date on which the Plan is initially approved by the Board or by the shareholders in accordance with Section 19 of the Plan.

(l)“Employee” shall mean any person, including officers (whether or not they are directors), employed by the Company or any Subsidiary.

(m)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(n)“Fair Market Value” means as of any date the value of Share determined as follows: (i) the closing price of a Share on the national securities exchange on which the Shares are traded, or (ii) if the Shares are not traded on a national securities exchange but are quoted on the NASDAQ SmallCap Market or a regional stock exchange or an automated quotation system or over-the-counter market, the closing price on the NASDAQ SmallCap Market or regional stock exchange, automated quotation system or over-the-counter market, or (iii) if the Shares are not traded on a national securities or quoted on the NASDAQ SmallCap Market or regional stock exchange, automated quotation system or over-the-counter market, the fair market value of a Share as determined by the Company’s Board of Directors in good faith, based upon such factors as they deem relevant. Notwithstanding the preceding, for federal, state, and local income tax reporting purposes, fair market value shall be determined by the Committee in accordance with uniform and nondiscriminatory standards adopted by it from time to time. Such determination shall be conclusive and binding on all persons.

(o)“Grant Date” means, with respect to an Option, the date on which the Option is granted by the Committee; as set forth in the Option Agreement.

(p)“Incentive Stock Option” shall mean any Option granted under this Plan in accordance with the provisions of Section 422 of the Code, and the Treasury Regulations promulgated thereunder, as amended from time to time.

(q)“M&A Event” shall mean: (i) a sale of all or substantially all of the assets of the Company; or (ii) a sale (including an exchange) of all or substantially all of the shares of the capital stock of the Company; or (iii) a merger, consolidation or like transaction of the Company with or into another corporation.

(r)“Non-Employee Director” shall mean a director of the Company who qualifies as a Non-Employee Director as such term is defined in Section 240.16b-3(b)(3) of the General Rules and Regulations promulgated under the Exchange Act (the “General Rules and Regulations”).

(s)“Nonstatutory Stock Option” shall mean an Option granted under the Plan that is subject to the provisions of Section 1.83-7 of the Treasury Regulations promulgated under Section 83 of the Code.

(t)“Option” shall mean an option to purchase one Ordinary Share, which grant is made pursuant to the Plan.

(u)“Option Agreement” shall mean a written agreement between the Company and the Optionee regarding the grant and exercise of Options to purchase Shares and the terms and conditions thereof as determined by the Committee pursuant to the Plan.

(v)“Option Shares” shall mean the Ordinary Shares subject to an Option.

(w)“Optionee” shall mean any person who receives or holds an Option under the Plan.

(x)“Parent” shall mean a parent corporation, whether now or hereafter existing, as defined by Section 424(e) of the Code.

(y)“Plan” shall mean this 2010 US Share Option Plan.

(z)“Registration Date” shall mean the effective date of the first registration of any class of the Company’s equity securities pursuant to Section 12 of the Exchange Act.

(aa)“Securities Act” shall mean the Securities Act of 1933, as now in effect or as hereafter amended.

(bb)    “Share” or “Ordinary Share” shall mean one Ordinary Share, par value NIS0.01 per share, of the Company, as adjusted in accordance with Section 12 of the Plan.

(cc)    “Service Provider” means a director, consultant or adviser to the Company or its Subsidiary

(dd)    “Subsidiary” shall mean a direct or indirect subsidiary corporation, whether now or hereafter existing, as defined in Section 424(f) of the Code.

(ee)    “Termination of Service” means (a) in the case of an Employee, a cessation of the employee-employer relationship between an employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, disability, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous re-employment by the Company or an Affiliate; and (b) in the case of a Consultant, a cessation of the service relationship between a Consultant and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, disability, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous re-engagement of the Consultant by the Company or an Affiliate.

3.Shares Subject to the Plan; Restriction Thereon. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares, which may be optioned and sold under this Plan and any other share option plan of the Company, shall be determined by the Board of Directors of the Company from time to time. The Shares may be authorized but unissued or reacquired Shares. If an Option expires or becomes unexcercisable for any reason without having been exercised in full (the aforesaid applies to any unexercised portion of the options), or is surrendered pursuant to an Option exchange program, such unissued or retained Shares shall become available for other Option grants under the Plan, unless the Plan shall have been terminated.

Subject to any applicable law, an Optionee who purchased Shares hereunder upon exercise of Options shall have no voting rights as a shareholder (in any and all matters whatsoever) until the consummation of an IPO. Until the IPO, such Shares shall be voted by an irrevocable proxy (the “Proxy”), such Proxy to be assigned to representatives designated by Board (the “Representatives”). Such Representatives shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him/her, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the voting of the Proxy unless arising out of such Representative’s own fraud or bad faith, to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the Representative(s) may have as a director or otherwise under the Company’s incorporation documents, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.

4. Administration of the Plan.

(a)Procedure. The Plan shall be administered by the Board. The Board may appoint a Committee consisting of not less than two (2) members of the Board to administer the Plan, subject to such terms and conditions as the Board may prescribe. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and, thereafter, directly administer the Plan. Members of the Board or Committee who are either eligible for Options or have been granted Options may vote on any matters affecting the administration of the Plan or the grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board or the Committee during which action is taken with respect to the granting of an Option to him or her.

The Committee shall meet at such times and places and upon such notice as the chairperson determines. A majority of the Committee shall constitute a quorum. Any acts by the Committee may be taken at any meeting at which a quorum is present and shall be by majority vote of those members entitled to vote. Additionally, any acts reduced to writing or approved in writing by all of the members of the Committee shall be valid acts of the Committee.

(b)Powers of the Committee. Subject to the provisions of the Plan, and except as otherwise provided by the Board, the Committee shall have the authority: (i) to determine, upon review of relevant information, the Fair Market Value of the Ordinary Shares; (ii) to determine the exercise price of Options to be granted, the Employees, Service Providers or Consultants to whom and the time or times at which Options shall be granted, and the number of Shares to be represented by each Option; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to determine the terms and provisions of each Option granted under the Plan (which need not be identical) and, with the consent of the holder thereof, to modify or amend any Option; (vi) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Committee; (vii) to accelerate or (with the consent of the Optionee) defer an exercise date of any Option, subject to the provisions of Section 9(a) of the Plan; (viii) to determine whether Options granted under the Plan will be Incentive Stock Options or Nonstatutory Stock Options; (ix) to make all other determinations deemed necessary or advisable for the administration of the Plan (x) to recommend to the Board to approve the extension of a loan to Optionees for the purpose of exercising Stock Options . Notwithstanding anything to the contrary in the Plan and without derogating from the generality of the foregoing, the Committee, in its sole and absolute discretion, may decide: (i) if and how the unvested Options shall be canceled, exchanged, assumed, replaced, repurchased or accelerated; (ii) if and how vested Options (including Options with respect to which the vesting period has been accelerated) shall be exercised, exchanged, assumed, replaced and/or sold, including, without limitation, determining that all un-exercised vested Options shall be cancelled for no consideration upon a Merger Transaction; (iii) how any treatment of Options may be made subject to any payment or escrow arrangement, or any other arrangement determined within the scope of the Merger Transaction in relation to the Shares of the Company.

(c)Effect of Committee’s Decision. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons.

(d)At the Company’s discretion, each member of the Board or the Committee may be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by him, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan unless arising out of such member’s own fraud or bad faith, to the extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the member may have as a director or otherwise under the Company’s incorporation documents, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.

5. Eligibility.

(a)Persons Eligible for Options. Nonstatutory Stock Options under the Plan may be granted to Employees, Directors or Consultants whom the Committee, in its sole discretion, may designate from time to time. Incentive Stock Options may be granted only to Employees. An Employee, Director or Consultant who has been granted an Option, if he or she is otherwise eligible, may be granted an additional Option or Options. However, if the aggregate Fair Market Value of the Shares (determined as of the Grant Date) subject to one or more Incentive Stock Options that are exercisable for the first time by an Optionee during any calendar year (under all stock option plans of the Company and its Parents and Subsidiaries) exceeds $100,000 such Options shall be treated as Nonstatutory Stock Options.

(b)No Right to Continuing Employment, Consulting or Director Relationship. Neither the establishment nor the operation of the Plan nor the Option Agreement with the Optionee shall confer upon any Optionee or any other person any right with respect to continuation of employment or other service with the Company or any Subsidiary, nor shall the Plan interfere in any way with the right of the Optionee or the right of the Company (or any Parent or Subsidiary) to terminate such employment or service at any time.

6.    Term of Plan. The Plan shall become effective upon its adoption by the Board and its approval by vote of the holders of the outstanding shares of the Company entitled to vote on the adoption of the Plan (in accordance with the provisions of Section 19 hereof). It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 14 of the Plan.

7.    Term of Option. Subject to the terms and conditions of the Plan, the term of the Option shall be set forth in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the Grant Date. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the Grant Date or such shorter term as may be provided in the Option Agreement.

8.    Option Exercise Price and Consideration.

(a)    Option Price. Except as provided in subsections (b) and (c) below, the exercise price for the Shares to be issued pursuant to any Option shall be such price as is determined by the Committee in accordance with applicable law, which (i) in the case of Incentive Stock Options granted to an Employee, shall in no event be less than 100% of the Fair Market Value of such Shares on the Grant Date or (ii) in the case of Nonstatutory Stock Options, 100% of the Fair Market Value of such Shares on the Grant Date. Each Option Agreement will contain the exercise price determined for each Optionee on the Grant Date.

(b)    Ten Percent Stockholder. No Option shall be granted to any Employee who, at the date such Option is granted, owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, computed as set forth in Sections 422(b)(6) and 424(d) of the Code, unless the exercise price for the Shares to be issued pursuant to such Option is at least equal to 110% of the Fair Market Value of such Shares on the Grant Date.

(b)    Consideration The consideration to be paid for the Option Shares shall be payment in cash or by check, cashier’s check, certified check, wire transfer, or such other method of payment approved by the Committee, provided that a period of at least six months and one day has lapsed from the day the Optionee exercised his/her Options into Shares, or such other consideration and method of payment for the issuance of Option Shares is authorized by the Committee at the time of the grant of the Option. Any cash or other property received by the Company from the sale of Shares pursuant to the Plan shall constitute part of the general assets of the Company.

9.    Exercise of Option.

(a)    Vesting Period. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee and as shall be permissible under the terms of the Plan, which shall be specified in the Option Agreement evidencing the Option. Unless otherwise determined by the Committee, all Options granted hereunder shall, subject to Continuous Employment by an Optionee, become vested and exercisable, in accordance with the following vesting periods:

1.    25% of the Options shall vest on the first anniversary of the commencement date of the vesting schedule (the “First Anniversary”), which, unless otherwise determined by the Committee, shall be the date on which such Options shall be granted) (the “Commencement Date”);

2.    Additional 6.25% of the Options shall vest on each subsequent quarter following the First Anniversary over a period of 3 years; and

3.    In accordance with the above, all Options and or Shares, as the case may be, shall become fully vested by the fourth anniversary of the Commencement Date

The minimum number of Options that an Optionee may exercise in every exercise event shall be no less then the greater number of: (1) 500 Options; or (2) 5% of the Options granted to such Optionee under that grant; unless the Optionee is exercising all of his/her remaining vested Options.

(b)    Exercise Procedures. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. After the Registration Date, in lieu of delivery of a cash payment for the purchase price of the Option Shares with respect to which the Option is exercised, the Optionee may deliver to the Company a sell order to a broker for the Shares being purchased and an agreement to pay (or have the broker remit payment for) the purchase price for the Shares being purchased on or before the settlement date for the sale of such shares to the broker. As soon as practicable following the exercise of an Option in the manner set forth above, the Company shall issue or cause its transfer agent to issue stock certificates representing the Shares purchased. Until the issuance of such stock certificates (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Option Shares notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other rights for which the record date is prior to the date of the transfer by the Optionee of the consideration for the purchase of the Shares, except as provided in Section 12 of the Plan.

(c)    Termination of Status as Employee, Director or Consultant. If an Optionee ceases to be an Employee, Director or Consultant for any reason other than permanent disability (as defined in Section 9(f) below) or death, he or she may, within ninety (90) days (or such other period of time as is determined by the Committee) after the date of Termination of Service, exercise his or her vested Option to the extent that he or she was entitled to exercise it at the date of Termination of Service, subject to the condition that no Option shall be exercised after the expiration of the Option period.

(d)    For avoidance of doubt, if termination of employment or service is for Cause, any outstanding unexercised Option, will immediately expire and terminate, and the Optionee shall not have any right in connection to such outstanding Options.

(e)    The Committee may authorize an extension of the terms of all or part of the vested Options beyond the date of such Termination of Service for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable.

(f)    Disability of Optionee. If an Optionee shall cease to be an Employee, Director or Consultant due to “permanent disability” as such term is defined in Section 22(e)(3) of the Code, and such Optionee

was in Continuous Employment as an Employee, Director or Consultant from the Grant Date until the date of Termination of Service, any vested Option may be exercised at any time within twelve (12) months following the date of Termination of Service, but only to the extent of the accrued right to exercise at the time of Termination of Service, subject to the condition that no option shall be exercised after the expiration of the Option period. All remaining Shares covered by the unexercisable portion of the Option shall immediately revert to the Plan.

(g)    Death of Optionee. In the event of the death during the Option period of an Optionee who is at the time of his or her death, an Employee, Non-Employee Director or Consultant and who was in Continuous Employment as such from the Grant Date until the date of death, the Option may be exercised at any time within twelve (12) months following the date of death by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest, inheritance or otherwise as a result of the Optionee’s death, but only to the extent of the accrued right to exercise at the time of death, subject to the condition that no option shall be exercised after the expiration of the Option period. All remaining Shares covered by the unexercisable portion of the Option shall immediately revert to the Plan. If, after the Optionee’s death, the Optionee’s estate or a person who acquires the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(h)    Tax Withholding.

(i)    Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or from any other event or act (of the Company and/or its Subsidiaries or the Optionee) hereunder shall be borne solely by the Optionee. The Company and/or its Subsidiaries shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Optionee shall agree to indemnify the Company and/or its Subsidiaries and hold them harmless against and from any and all liability for any tax that is borne on the Optionee or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.

(ii)    The Company shall not be required to release any Share certificate to an Optionee until all required payments have been fully made.

(iii)    Any adverse consequences incurred by the Optionee with respect to the use of Shares to pay any part of the Option Price or of any tax in connection with the exercise of an Option, including, without limitation, any adverse tax consequences arising as a result of a disqualifying disposition within the meaning of Section 422 of the Code, shall be the sole responsibility of the Optionee (hereinafeter: “Disqualifying Disposition”).

10.    Transfer of Options. No Option or any right with respect thereto shall be assignable, transferable, or given as collateral to any third party whatsoever by operation of law or otherwise, except by will or by the laws of descent and distribution. During the lifetime of the Optionee, all of such Optionee’s rights to purchase Shares upon the exercise of his or her Options shall be exercisable only by the Optionee.

11.    Exercise of Unvested Options. The Committee may grant any Optionee the right to exercise any Option prior to the complete vesting of such Option.

12.    Adjustments upon Changes in Capitalization.

(a)    Subject to any required action by the shareholders of the Company, the number of Option Shares covered by each outstanding Option, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan, and the per share exercise price of each such Option, shall be proportionately and equitably adjusted for any increase or decrease in the number of issued Ordinary Shares resulting from a stock split, reverse stock split, combination, reclassification, the payment of a stock dividend on the Ordinary Shares or any other increase or decrease in the number of such Ordinary Shares effected without receipt of consideration by the Company without changing the aggregate exercise price, provided, however, that conversion of any convertible securities of the Company shall not

be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

(b)    The Committee may, if it so determines in the exercise of its sole discretion, also make provision for proportionately adjusting the number or class of securities covered by any Option, as well as the price to be paid therefor, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of its outstanding Ordinary Shares, and in the event of the Company being consolidated with or merged into any other corporation.

13.    Time of Granting Options. Unless otherwise specified by the Committee, the date of grant of an Option under the Plan shall be the Grant Date. Notice of the determination shall be given to each Optionee to whom an Option is so granted within a reasonable time after the date of such grant.

14.    Amendment and Termination of the Plan. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable, execpt that, without approval of the shareholders of the Company, no such revision or amendment shall change the number of Shares subject to the Plan, change the designation of the class of employees eligible to receive Options or add any material benefit to Optionees under the Plan, modify the Plan in any other way if such modification requires shareholders approval in order for the Plan to satisfy the requirements of Section 422 of the Code. Any such amendment or termination of the Plan shall not affect Options already granted, and such Options shall remain in full force and effect as if the Plan had not been amended or terminated. Without derogating from the above, no amendment of this Plan shall be effective unless approved by the shareholders of the Company within twelve (12) months before or after the adoption of the amendment by the Board if such approval is required.

15.    Conditions upon Issuance of Shares. Shares shall not be issued with respect to an Option granted under the Plan unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

16.    Reservation of Shares. During the term of this Plan the Company will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the nonissuance or sale of such Shares as to which such requisite authority shall not have been obtained.

17.    Information to Optionee. During the term of any Option granted under the Plan, the Company shall provide or otherwise make available to each Optionee a copy of its annual financial statement and any other financial information provided to its shareholders in accordance with the provisions of the Company’s Articles of Association and applicable law. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information.

18.    Option Agreement. Options granted under the Plan shall be evidenced by Option Agreements, in such form as the Board or the Committee shall from time to time approve. Each Option Agreement shall state, inter alia, the number of Shares to which the Option relates, the type of Option granted thereunder (whether an Incentive Stock Option or Nonstatutory Stock Option), the vesting dates, the exercise price per Share, the Grant Date and the expiration date.

19.    Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the Plan is adopted by the Board. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws and no Incentive Stock Option shall be exercised unless and until the Plan has been approved by the shareholders of the Company.

20.    Shares Subject to Right of First Refusal and Tag Along.

(a)    Notwithstanding anything to the contrary in the incorporation documents of the Company, none of the Optionees shall have a right of first refusal in relation with any sale of shares in the Company.

(b)    As a condition for the grant of Options and issuance of shares under the Plan, each Optionee shall acknowledge the terms and provisions of the corporate documents of the Company, including its Articles of Association, as amended from time to time, and shall agree to be bound by the their terms with respect to any restriction applicable to the Ordinary Shares of the Company (including without limitation, any right of first refusal and bring along provisions, as applicable).

(c)    Anything herein to the contrary notwithstanding, if prior to the listing of the Company’s shares on a stock exchange, all or substantially all of the shares of the Company are to be sold, or in case of a M&A Event (as defined in the Articles of Association, as amended from time to time), all or substantially all of the shares of the Company are to be exchanged for securities of another corporation, then each Optionee shall be obliged to sell or exchange, as the case may be, any Shares such Optionee purchased under this Plan, in accordance with the instructions issued by the Board in connection with the M&A Event, whose determination shall be final.

(d)    The Optionee acknowledges that in the event that the Company’s shares shall be registered for trading in any public market, Optionee’s rights to sell the Shares may be subject to certain limitations (including a lock-up period), as will be requested by the Company or its underwriters or as will be required by law, and the Optionee unconditionally agrees and accepts any such limitations.

(e)    Optionee shall not transfer, sell, pledge or otherwise dispose of the Shares exercised under this Plan at any time prior to the lapse of six (6) months from the date in which the Optionee exercised an Option, unless as part of a M&A Event or with the consent of the Board.

21.    Dividends. With respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Options) allocated or issued upon the exercise of Options purchased by the Optionee, and subject to the Company’s Articles of Association, as amended from time to time and incorporation documents, the Optionee shall be entitled to receive dividends and other distributions in accordance with the quantity of such Shares, and subject to any applicable taxation on distribution of dividends.

22.    Government Regulation. The Plan, the granting and exercise of Options hereunder, and the obligation of the Company to sell and deliver Shares under such Options, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel, United States or any other state having jurisdiction over the Company and the Optionee, including the registration of the Shares under the Securities Act, and to such approvals by any governmental agencies or national securities exchanges as may be required. Nothing herein shall be deemed to require the Company to register the Shares under the securities laws of any jurisdiction.

23.    Govering Law. The Plan shall be governed by and construed and enforced in accordance with the requirements relating to the administration of stock option plans under the laws of the State of Israel and U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the shares are listed or quoted and the applicable laws of any other country or jurisdiction where Options are granted under the Plan.

24.    Non-Exclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangements or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of Options otherwise then under the Plan, and such arrangements may be either applicable generally or only in specific cases.

For the avoidance of doubt, prior grant of options to Optionees of the Company under their employment agreements, and not in the framework of any previous option plan, shall not be deemed an approved incentive arrangement for the purpose of this section.

25.    Multiple Agreements. The terms of each Option may differ from other Options granted under the Plan at the same time, or at any other time. The Board may also grant more than one Option to a given Optionee during the term of the Plan, either in addition to, or in substitution for, one or more Options previously granted to that Optionee.

26.    Conversion of Incentive Stock Option into Nonstatutory Stock Option. Subject to verification and consideration of any and all implications of any applicable tax law, including, without limitation, the provisions of Section 409A of the Code and the regulations promulgated thereunder as now in effect or as hereafter amended, the Board, at the written request of any U.S. Optionee, may in its discretion take such actions as may be necessary to convert such Optionee’s Incentive Stock Options (or any portions thereof) that have not been exercised on the date of conversion into Nonstatutory Stock Options at any time prior to the expiration of such Incentive Stock Options, regardless of whether the Optionee is an Employee of the Company or a Subsidiary at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such Options. At the time of such conversion, the Board (with the consent of the Optionee) may impose such conditions on the exercise of the resulting Nonstatutory Stock Options as the Board in its discretion may determine, provided that such conditions shall not be inconsistent with the Plan. Nothing in the Plan shall be deemed to give any Optionee the right to have such Optionee’s Incentive Stock Options converted into Nonstatutory Stock Options, and no such conversion shall occur unless and until the Board takes appropriate action. The Board, with the consent of the Optionee, may also terminate any portion of any Incentive Stock Option that has not been exercised at the time of such conversion.

27.    Notice to the Company of Disqualifying Disposition. Each Employee who receives an Incentive Stock Option must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired upon the exercise of an Incentive Stock Option. A Disqualifying Disposition is any disposition (including any sale) of such Shares before a date which is both (a) two (2) years after the date the Employee was granted the Incentive Stock Option, and (b) one (1) year after the date the Employee acquired Shares by exercising the Incentive Stock Option. If the Employee has died before such Share is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

EX-10.2

Exhibit 10.2

XtremIO Ltd.

2010 ISRAELI SHARE OPTION PLAN

1. PURPOSE

The purpose of this Share Option Plan is to secure for XtremIO Ltd. and its shareholders the benefits arising from ownership of share capital by employees, officers directors and consultants of the Company and its Affiliates (as defined below), who are expected to contribute to the Company’s future growth and success.

2. DEFINITIONS

2.1 DEFINED TERMS

Initially capitalized terms, as used in this Plan, shall have the meaning ascribed thereto as set forth below:

“Administrator”	means the Board of Directors of the Company, or a committee to which the Board of Directors shall have delegated power to act on its behalf with respect to the Plan. Subject to the Articles of Association of the Company, as may be amended from time to time, the Administrator, if it is a committee, shall consist of such number of members (but not less than two (2)) as may be determined by the Board.
“Affiliate(s)”	means a present or future company that either (i) Controls XtremIO Ltd. or is Controlled by XtremIO Ltd.; or (ii) is Controlled by the same person or entity that Controls XtremIO Ltd.
“Allocate” or “Allocated”	with respect to Options and Shares, means the allocation of Options and/or Shares, as the case may be, by the Company to the Trustee on behalf of a Participant.
“Cause”	means, when used in connection with the termination of a Participant’s employment with, or service to the Company or an Affiliate, as a result of a basis for termination, including, but not limited to: dishonesty toward the Company or Affiliate, insubordination, substantial malfeasance or nonfeasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or Affiliate; or, any substantial breach by the Participant of (i) his or her employment or service agreement or (ii) any other obligations toward Company or Affiliate.
“Commencement Date”	means the date of commencement of the vesting schedule with respect to a Grant of Options and Grant of Shares which, unless otherwise determined by the Administrator, shall be the date on which such Grant of Options or Grant of Shares, as applicable, shall be Allocated.
“Company”	means XtremIO Ltd., a company incorporated under the laws of the State of Israel.
“Consultant”	means an Israeli resident who is not entitled to receive Options under Section 102, on behalf of whom an Option is Granted under Section 3i.
“Control” or “Controlled”	shall have the meaning ascribed thereto in Section 102.
“Disability”	means total and permanent physical or mental impairment or sickness of a Participant, making it impossible for the Participant to continue such Participant’s employment with or service to the Company or Affiliate.

“Exercise Price”	means, the price determined by the Administrator in accordance with Section 7.1 below which is to be paid to the Company in order to exercise a Granted Option and convert such Option into an Underlying Share.
“Grant Letter”	means a letter from the Company or Affiliate to a Participant in which the Participant is notified of the decision to Grant to the Participant Options or Shares according to the terms of the Plan. The Grant Letter shall specify (i) the Tax Provision under which the Option is Granted; (ii) the Tax Track that the Company chose according to Section 11 of the Plan (if applicable); (iii) the Exercise Price; and (iv) the number of Options or Shares Granted to the Participant.
“Grant of Options”	with respect to Options, means the grant of Options by the Company to a Participant pursuant to a Letter of Grant.
“Grant of Shares”	With respect to Shares, means the grant of Shares, subject to vesting schedule, by the Company to a Participant pursuant to a Letter of Grant.
“Holding Period”	means with regard to Options or Shares Granted under Section 102, the period in which the Allocated Options or Shares granted to a Participant or, upon exercise or vesting thereof the Underlying Shares, are to be held by the Trustee on behalf of the Participant, in accordance with Section 102, and pursuant to the Tax Track which the Company selects.
“IPO”	means the initial public offering of shares of the Company and the listing of such shares for trading on any recognized stock exchange or over-the-counter or computerized securities trading system.
“Israeli Participant”	means, an Israeli resident who is an employee, officer or director of the Company or any Affiliate (provided that such person does not Control the Company as such term is defined in the Tax Ordinance), on behalf of whom an Option is Granted pursuant to Section 102.
“Law”	means the laws of the State of Israel as are in effect from time to time.
“Merger Transaction” or “Merger”	(i) a sale of all or substantially all of the assets of the Company; or (ii) a sale (including an exchange) of all or substantially all of the shares of the capital stock of the Company; or (iii) a merger, consolidation or like transaction of the Company with or into another corporation.
“Notice of Exercise”	shall have the meaning set forth in Section 7.4 below.
“Option”	means an option to purchase one Share of the Company.
“Non-Qualified Israeli Participant”	means an Israeli resident who is not qualified to receive Options under the provisions of Section 102, on behalf of whom an Option is Granted pursuant to Section 3i.
“Participant”	means an Israeli Participant, or a Non-Qualified Israeli Participant, or a Consultant.
“Plan” or “Option Plan”	means this Share Option Plan, as may be amended from time to time.
“Purchase Price”	means, the price determined by the Administrator in accordance with Section 7.1 below which is to be paid to the Company in order to Grant Shares.
“Retirement”	means the termination of a Participant’s employment as a result of his or her reaching the earlier of (i) the age of retirement as defined by Law; or (ii) the age of retirement specified in the Participant’s employment agreement.
“Section 102”	means Section 102 of the Tax Ordinance.

“Section 102 Rules”	means the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003.
“Section 3(i)” or “Section 3(i) Rules”	means section 3(i) of the Israeli Tax Ordinance and the applicable rules thereto or under applicable regulations.
“Share(s)”	means an ordinary share of the Company, having a par value of NIS 0.01.
“Tax Ordinance”	means the Israeli Income Tax Ordinance [New Version], 1961, as amended, and any regulations, rules, orders or procedures promulgated thereunder.
“Tax Track”	means one of the three tax tracks described under Section 102, specifically: (1) the “Capital Gains Track Through a Trustee”; (2) “Income Tax Track Through a “Trustee”; or (3) the “Income Tax Track Without a Trustee”; each as defined in Sections 11.1-11.2 of this Plan, respectively.
“Tax Provision”	means, with respect to the Grant of Options, the provisions of one of the three Tax Tracks in Section 102, or the provisions of 3i.
“Term of the Options”	means, with respect to Granted but unexercised Options, the time period set forth in Section 9 below.
“Trustee”	means a Trustee appointed by the Company to hold in trust, Allocated Options and the Underlying Shares and/or the Allocated Shares, as the case may be, issued upon exercise of such Options, on behalf of Participants.
“Underlying Shares”	means Shares issued or to be issued upon exercise of Granted Options all in accordance with the Plan.

2.2 GENERAL

Without derogating from the meanings ascribed to the capitalized terms above, all singular references in this Plan shall include the plural and vice versa, and reference to one gender shall include the other, unless otherwise required by the context.

3. SHARES AVAILABLE FOR OPTIONS

The total number of Underlying Shares reserved for issuance under the Plan and any modification thereof, shall be determined from time to time by the Board of Directors of the Company. Such number of Shares shall be subject to adjustment as required for the implementation of the provisions of the Plan, in accordance with Section 4 below.

In the event that Options or Shares Allocated under the Plan expire or forfeited or otherwise terminate in accordance with the provisions of the Plan, such expired or terminated Options or Granted Shares shall become available for future Grants and Allocations under the Plan.

4. ADJUSTMENTS

Bonus Shares – In the event that the Company distributes bonus shares and the record date for such distribution is subsequent to the date of grant of the Options, but prior to their exercise or expiration, the number of Underlying Shares will be increased by the number of Shares each Participant would have been entitled to had such Participant exercised the Options prior to the record date set for such distribution. The total aggregate Exercise Price of the outstanding Options will not be changed due to the increase in the number of Underlying Shares the Participant is entitled to following a distribution of bonus Shares.

Issuance of Rights – In the event the Company’s shareholders are issued rights for the purchase of any securities of the Company, the Company will take actions to cause that such rights be offered on the same terms, mutatis mutandis, also to the Participants who hold Options that have not yet been exercised or expired as if such Participants have exercised their Options prior to the date determining the right to participate in the issuance of the aforesaid rights. The number of Underlying Shares will not increase as a result of such issuance of rights.

For the avoidance of doubt the employees’ rights to securities of the Company in the event of a distribution of bonus shares and/or the issuance of rights as aforesaid, will only apply at the Date of the Exercise.

Change in Capitalization – In the event of a split or a consolidation of Shares, or any other capital event of a materially similar nature, the Company will make the changes or the adjustments necessary in order to prevent the dilution or increase of the rights of the Participants within the framework of the Plan with respect to the number and class of the Underlying Shares and/or the Exercise Price of each Option.

Merger Transaction

In the event of a Merger Transaction, the Administrator in its sole discretion shall decide:

(A) If and how the unvested Options and/or Shares, as the case may be, shall be canceled, replaced or accelerated;

(B) If and how vested Options and Shares (including Options with respect to which the vesting period has been accelerated according to Section (A)) shall be exercised, replaced and/or sold by the Trustee or the Company (as the case may be) on the behalf of Israeli Participants;

(C) How Granted Shares and/or Underlying Shares issued upon exercise of the Options and held by the Trustee on behalf of Participants shall be replaced and/or sold by the Trustee on behalf of the Participant.

Fraction of Shares – In any event that the Company will be required to issue to a Participant fraction of Shares pursuant to this Section 4, the Company will not issue fraction of Shares and the number of Shares shall be rounded down to the closest number of Shares.

For the purposes of this section, the Company’s calculation will be final, and the Participant shall have no claims or demands against the Company or anyone on its behalf.

5. ADMINISTRATION OF THE PLAN

5.1 POWER

Subject to the Law, the Articles of Association of the Company, and any resolution to the contrary by the Company’s Board of Directors, the Administrator is authorized, in its sole and absolute discretion, to exercise all powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan (subject to the approval of the Board of Directors if such approval is required by Law) including, without limitation;

(A)    to determine:

(i) the Participants in the Plan, the number of Options and/or Shares to be Granted for each Participant’s benefit and the Exercise Price;

(ii) the time or times at which Options and/or Shares shall be Granted;

(iii) whether, to what extent, and under what circumstances an Option and/or Granted Share may be settled, canceled, forfeited, exchanged, or surrendered;

(iv) any terms and conditions in addition to those specified in the Plan under which an Option and/or a Share may be Granted; and

(v) any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the Plan.

(vi) the Exercise Price for any Allocated Option or the Purchase Price for any Allocated Shares;

(B) to interpret the provisions of the Plan and to take all actions resulting therefrom including without limitation;

(i) subject to Section 7, to accelerate the date on which any Allocated Option under the Plan becomes exercisable and any Allocated Share become vested and/or cancel any restriction on the sale of Granted Shares;

(ii) to waive or amend Plan provisions relating to exercise of Options, including exercise of Options after termination of employment, for any reason; and

(iii) to amend any of the terms of the Plan, or any prior determinations of the Administrator;

5.2 LIMITATIONS

Notwithstanding the provisions of Section 5.1 above, no interpretations, determinations or actions of the Administrator shall contradict the provisions of applicable Law, and no waiver or amendment with respect to the Plan shall have a material adverse affect on any Participant’s rights in connection with any Granted Option and/or Granted Share under the Plan without receiving the consent of such Participant.

6. GRANT AND ALLOCATION OF OPTIONS AND/OR SHARES

6.1 CONDITIONS FOR GRANT OF OPTIONS AND/OR SHARES

Options and/or Shares may be Granted at any time after:

(A) the grant has been approved by the necessary corporate bodies of the Company; and

(B) all other approvals, consents or requirements necessary by Law have been received or met.

6.2 CONDITIONS FOR ALLOCATION OF OPTIONS

Options may be Allocated at any time after:

(A) the Plan has been approved by the necessary corporate bodies of the Company; and

(B) 30 days after a request for approval of the Plan has been submitted for approval to the Israeli Income Tax Authorities pursuant to the requirements of the Tax Ordinance; and

(C) all other approvals, consents or requirements necessary by Law have been received or met.

6.3 DATE OF GRANT OR ALLOCATION

(a) The date on which Options and/or Shares, as the case may be, shall be deemed Granted under the Plan shall be the date on which the Company shall notify the Participant in a Grant Letter that such Options or Shares have been Granted to the Participant or the date specified as the date of grant in the Grant Letter, if specified (“Date of Grant”).

(b) The date on which Options and/or Shares, as the case may be, shall be deemed Allocated under the Plan shall be the date on which the Company shall notify the Trustee that such Options or Shares, as the case may be, have been Allocated in the name of the Trustee on behalf of a Participant; (“Date of Allocation”).

7. EXERCISE OF OPTIONS AND SALE OF SHARES

7.1 EXERCISE PRICE; PURCHASE PRICE

The Purchase Price for Granted Share, and the Exercise Price per Underlying Share deliverable upon the exercise of an Option, shall be determined by the Administrator. The Purchase Price and the Exercise Price shall be set forth in the Grant Letter.

7.2 VESTING SCHEDULE

Unless otherwise determined by the Administrator, all Options and Shares allocated on a certain date shall, subject to continued employment with or service to the Company or Affiliate by the Participant, become (i) vested and exercisable, with respect to Options; and (ii) free from restrictions on the sale thereof, with respect to Shares, in accordance with the following vesting schedule:

(A) 25% of the Options and/or Shares, as the case may be, shall vest on the first anniversary of the Commencement Date (the “First Anniversary”).

(B) Additional 6.25% of the Options and/or Shares, as the case may be, shall vest on each subsequent quarter following the First Anniversary over a period of 3 years.

(C) In accordance with the above, all Options and or Shares, as the case may be, shall become fully vested by the fourth anniversary of the Commencement Date.

7.3 MINIMUM EXERCISE

Unless otherwise determined by the Administrator, no exercise of Options by any Participant shall be for a quantity of less than 6% of the Granted Options.

An Option may not be exercised for fractional shares.

The exercise of a portion of the Options Granted shall not cause the expiration, termination or cancellation of the remaining unexercised Options held by the Trustee on behalf of the Participant.

7.4 MANNER OF EXERCISE

An Option may be exercised by and upon the fulfillment of the following:

(A)    Notice of Exercise

The signing by the Participant, and delivery to both the Company (at its principal office) and the Trustee (if the Options are held by a Trustee), of an exercise notice form as prescribed by the

Administrator, including but not limited to: (i) the identity of the Participant, (ii) the number of Options to be exercised, and (iii) the Exercise Price to be paid (the “Notice of Exercise”).

(B) Exercise Price

The payment by the Participant to the Company, in such manner as shall be determined by the Administrator, of the Exercise Price with respect to all the Options exercised, as set forth in the Notice of Exercise.

(C) Allocation of Shares

Upon the delivery of a duly signed Notice of Exercise and the payment to the Company of the Exercise Price with respect to all the Options specified therein, the Company shall issue the Underlying Shares to the Trustee (according to the applicable Holding Period) or to the Participant, as the case may be.

(D) Expenses

All costs and expenses including broker fees and bank commissions, derived from the exercise of Options or Underlying Shares, shall be borne solely on the Participant.

7.5 VESTED SHARES

As soon as administratively practicable following the applicable Share vesting schedule, and without any notification by the Participant, the Company shall, deliver or cause to be delivered to the Trustee, or if the Holding Period has run and the Participant has requested release of the Shares, the Participant a certificate or certificates for the applicable vested Shares free from any vesting restrictions. Notwithstanding the above the Company shall not deliver Shares to a Participant unless the latter, prior to, or concurrently with, such release, provides the Company and the Trustee with evidence, satisfactory in form and substance to the Company and the Trustee, that all taxes, if any, required to be paid upon such release have, in fact, been paid.

7.6 FORFEITURE

At the time of the Participant’s Termination of Employment for any reason, all unvested Shares shall be forfeited as of the date of termination unless otherwise determined by the Administrator in its sole discretion. In the event of any such forfeiture, all such forfeited Shares shall become the property of the Company or any designee by the Company and any certificate or certificates representing such Shares shall be returned immediately to the Company at no cost, all in accordance with the Law.

8. WAIVER OF OPTION RIGHTS

At any time prior to the expiration of any Granted (but unexercised) Option, a Participant may waive his rights to such Option by a written notice to the Company’s principal office. Such notice shall specify the number of Options Granted, which the Participant waives, and shall be signed by the Participant.

Upon receipt by the Company of a notice of waiver of such rights, such Options shall expire and shall become available for future Grants and Allocations under the Plan.

9. TERM OF THE OPTIONS

Unless earlier terminated pursuant to the provisions of this Plan, all granted but unexercised Options shall expire and cease to be exercisable at 5:00 p.m. Israel time on the 10th anniversary of the Commencement Date of such Options.

10. TERMINATION OF EMPLOYMENT

10.1 TERMINATION OF EMPLOYMENT

If a Participant ceases to be an employee, director, or officer of the Company or Affiliate for any reason (“Termination of Employment”) other than death, Retirement, Disability or Cause, then (A) any vested but unexercised Options on the date of Termination of Employment (as shall be determined by the Company or Affiliate, in its sole discretion), Allocated on the Participant’s behalf (“Exercisable Options”) may be exercised, if not previously expired, not later than the earlier of (i) 90 days after the date of Termination of Employment; or (ii) the Term of the Options and (B) any rights upon vested Share shall be delivered to Participant but only to the extent that they were vested within the date his employment terminates.

All other Granted Options or Shares for the benefit of Participant shall expire upon the date of Termination of Employment.

10.2 TERMINATION FOR CAUSE

In the event of Termination of Employment of a Participant for Cause, than (A) the Participant’s right to exercise any unexercised Options, Granted to such Participant, whether vested or not on the date of Termination of Employment, shall cease as of such date of Termination of Employment, and the Options shall thereupon expire and (B) any unvested Shares shall terminate and expire on the day the Participant is notified of his dismissal or on such earlier date as the Administrator may determine.

If subsequent to the Participant’s Termination of Employment, but prior to the exercise of Options Granted to such Participant, the Administrator determines that either prior or subsequent to the Participant’s Termination of Employment, the Participant engaged in conduct which would constitute Cause, then the Participant’s right to exercise the Options Granted to such Participant shall immediately cease upon such determination and the Options shall thereupon expire.

The determination by the Administrator as to the occurrence of Cause shall be final and conclusive for all purposes of this Plan.

10.3 TERMINATION BY REASON OF DEATH, RETIREMENT, OR DISABILITY

(A)    Death. If Termination of Employment is by reason of death of the Participant, than (A) his/her estate, personal representative or beneficiaries may, exercise the Participant’s Options, to the extent it was vested within the 60th day after the Participant’s death, at any time but not later than the first to occur of: (i) one (1) year following Participant’s death; or (ii) the end of the Term of the Options and (B) any rights upon vested Shares shall be delivered to Participant’s estate, personal representative or beneficiaries but only to the extent it was vested within the 60th day after employment terminates.

All other Granted Options or Shares for the benefit of a Participant and which have not vested within 60 days after the date of Death, shall expire upon the date of Death.

(B)    Disability and Retirement. If Termination of Employment is by reason of Retirement or Disability of the Participant, the Participant than (A) may exercise any portion of the Options which have vested within 90 days after the date of Retirement or Disability, at any time but not later than the first to occur of: (i) one (1) year after the date of Retirement or Disability, as the case may be; or (ii) the end of the Term of the Options and (B) shall be entitled to any rights upon vested Shares to be delivered to Participant’s estate, personal representative or beneficiaries but only to the extent it was vested within the 60th day after employment terminates.

All other Granted Options or Shares for the benefit of a Participant and which have not vested within 60 days after the date of Disability or Retirement, as the case may be, shall expire upon the date of Retirement or Disability, as applicable.

10.4 EXCEPTIONS

In special circumstances, pertaining to the Termination of Employment of a certain Participant, the Administrator may in its discretion decide to extend any of the periods stated above in Sections 10.1-10.3.

10.5 TRANSFER OF EMPLOYMENT OR SERVICE

A Participant’s right to Options or Shares that were Granted to him or her under this Plan, shall not be terminated or expire or forfeited solely as a result of the fact that the Participant’s employment or service as an employee, officer or director changes from the Company to an Affiliate or vice versa.

11. OPTIONS AND TAX PROVISIONS

All Options and/or Shares under this Plan shall be Granted in accordance with one of the Tax Provisions as follows:

• The Company may Grant Options and/or Shares to Israeli Participants in accordance with the provisions of Section 102 and the Rules.

• The Company may Grant Options to Non-Qualified Israeli Participants in accordance with the provisions of Section 3(i).

11.1 TAX PROVISION SELECTION

The Company shall elect under which Tax Provision each Option and/or Share is Granted in accordance with any applicable Law and its sole discretion – i.e. the Company shall elect if to Grant Options and/or Shares to Participants under one of the three Section 102 Tax Tracks, or with respect to Options under the provisions of Section 3i. The Company shall notify each Participant in the Grant Letter, under which Tax Provision the Options and/or Shares are Granted and, if applicable, under which Section 102 Tax Track, each Option is Granted.

11.2 SECTION 102 TRUSTEE TAX TRACKS

If the Company elects to Grant Options and/or Shares to Israeli Participants through (i) the Capital Gains Track Through a Trustee, or (ii) the Income Tax Track Through a Trustee, then, in accordance with the requirements of Section 102, the Company shall appoint a Trustee who will hold in trust on behalf of each Israeli Participant the Allocated Options and/or Shares and the Underlying Shares issued upon exercise or vesting of such Options and/or Shares in trust on behalf of each Israeli Participant.

The Holding Period for the Options and/or Shares will be as follows:

(A) The Capital Gains Tax Track Through a Trustee – if the Company elects to Allocate the Options and/or Shares according to the provisions of this track, then the Holding Period will be: 24 months from the date of Allocation; or such period as may be determined in any amendment of Section 102.

(B) Income Tax Track Through a Trustee – if the Company elects to Allocate Options and/or Shares according to the provisions of this track, then the Holding Period will be 12 months from the date of Allocation; or such period as may be determined in any amendment of Section 102.

Subject to Section 102 and the Rules, Participants shall not be able to receive from the Trustee, nor shall they be able to sell or dispose of the Granted Shares or Underlying Shares before the end of the applicable Holding Period. If a Participant sells or removes the Granted Shares or the Underlying Shares form the Trustee before the end of the applicable Holding Period (“Breach”), the Participant shall pay all applicable taxes imposed on such Breach by Section 7 of the Rules.

In the event of a distribution of rights, including an issuance of bonus shares, in connection with Options and/or the Shares originally Allocated (the “Additional Rights”), all such Additional Rights shall be Allocated and/or issued to the Trustee for the benefit of Participants, and shall be held by the Trustee for the remainder of the Holding Period applicable to the Options and/or Granted Shares, as applicable, originally Allocated. Such Additional Rights shall be treated in accordance with the provisions of the applicable Tax Track.

11.3 INCOME TAX TRACK WITHOUT A TRUSTEE

If the Company elects to Grant Options and/or Shares to Israeli Participants according to the provisions of this track, then the Options and/or Shares will not be subject to a Holding Period. However, upon exercise of Options or vesting of Granted Shares under this Tax Track, the Trustee shall hold such Granted Shares and/or Underlying Shares for the benefit of the Israeli Participant in accordance with the provisions of Section 15 of this Plan.

11.4 CONCURRENT CONDITIONS

The Holding Period, if any, is in addition to the vesting period with respect to Options, and restriction period, with respect to Shares, as specified in Section 7.2 of the Plan (or in the Grant Letter). The Holding Period and vesting period may run concurrently, but neither is a substitute for the other, and each are independent terms and conditions for Options Granted and Shares Granted.

11.5 TRUST AGREEMENT

The terms and conditions applicable to the trust relating to the Tax Track selected by the Company, as appropriate, shall be set forth in an agreement signed by the Company and the Trustee (the “Trust Agreement”).

12. TERM OF SHARES HELD IN TRUST

No Shares issued by the Company to the Trustee, nor Underlying Shares issued upon exercise of Options, shall be held by the Trustee on behalf of the Participant for a period longer than ten (10) years after the end of the Term of the Options. The Administrator shall instruct the Trustee as to the transfer of these Shares.

13. RIGHTS AS A SHAREHOLDER

13.1 VOTING RIGHTS

Until consummation of the Company’s IPO, Underlying Shares and Granted Shares issued to a Participant or to the Trustee for the benefit of a Participant, shall be voted by an irrevocable proxy assigned to the CEO or any other representative who shall be appointed by the Company’s Board of Directors as a representative (the “Representative”).

(A) The Company’s Board of Directors may, at its discretion, replace the Representative from time to time.

(B) Shares subject to proxy shall be voted by the Representatives on any issue or resolution brought before the shareholders of the Company in the same proportion as the vote of the other outstanding Shares of the Company (i.e. if 80% of the other outstanding Shares of the Company will be voted in favor of certain resolution, and 20% will be voted against, the Shares subject to proxy will be voted in the same manner).

(C) Each Participant, upon execution of the irrevocable proxy specified above, undertakes to hold the Representative harmless from any and all claims related or connected to said proxy.

(D) The Representative shall be indemnified and held harmless by the Company against any cost or expense (including attorneys’ fees) reasonably incurred by the Representative, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the voting of the Shares subject to proxy, unless arising out of the Representative’s own fraud or gross negligence, to the extent permitted by applicable law. In the event the Representative shall have indemnification by virtue of other functions or services he or she performs for the Company or Affiliate (whether by agreement, insurance policy or decision of the appropriate corporate body(ies) of the Company and/or Affiliate) , this indemnification shall be in addition to any such other indemnification.

13.2 DIVIDEND

The Participants shall be entitled to receive any cash dividend paid to the shareholders of the Company with respect to Granted Shares and/or Underlying Shares issued to them under this Plan. Payments of such dividend to the Participants shall be subject to any required tax being withheld or otherwise deducted by the Trustee or the Company, as agreed between the Company and the Trustee.

14. NO SPECIAL EMPLOYMENT RIGHTS

Nothing contained in this Plan shall confer upon any Participant any right with respect to the continuation of employment by or service to the Company or Affiliate or to interfere in any way with the right of the Company or Affiliate, to terminate such employment or service or to increase or decrease the compensation of the Israeli Participant.

No Participant shall have any claim or demand with respect to any of the Options, except according to the specific terms of the Grant Letter provided to him or her by the Company.

15. RESTRICTIONS ON SALE OF OPTIONS AND SHARES

15.1 OPTIONS

Options may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent.

15.2 SHARES

Unless otherwise determined by the Administrator, prior to the Company’s IPO, Underlying Shares and/or Granted Shares may not be sold assigned, transferred, pledged, hypothecated or otherwise disposed of, except as stated below in this Section 15. Unless otherwise determined by the Administrator, any Underlying Shares issued upon exercise of Options, Granted under any of the tax tracks detailed in Section 11 above, will be held by the Trustee until the earlier to occur of a Merger, as detailed in Section 15.3 below, or an IPO.

15.3    ACCELERATION PROVISION

The Administrator, in its sole discretion, may decide to add a provision in certain Grant Letters, according to which in case of a Merger or IPO, all or some of the unvested Options or/and Shares, shall automatically accelerate.

15.4 LOCK UP

Notwithstanding the Holding Period, if the Company engages in a financing transaction, or conducts a public offering, at the request of the investors in such transaction or underwriters, as the case may be, the Administrator may determine that the Granted Shares and the Underlying Shares issued pursuant to the exercise of Options may be subject to a lock-up period of up to 180 days, or such longer period of time as may be recommended by the Company’s Board, during which time Participants shall not be allowed to sell Shares.

16. TAX MATTERS

This Plan shall be governed by, and shall conform with and be interpreted so as to comply with, the requirements of Section 102 and any written approval from the Israeli Tax Authorities. All tax consequences under any applicable law (other than stamp duty) which may arise from the Grant or Allocation of Shares and/or Options, from the exercise of Options or from the holding or sale of Granted Shares and/or Underlying Shares (or other securities issued under the Plan) by or on behalf of the Participant, shall be borne solely on the Participant. The Participant shall indemnify the Company and/or Affiliate and/or the Trustee, as the case may be, and hold them harmless, against and from any liability for any such tax or any penalty, interest or indexing.

If the Company elects to Allocate Options and/or Shares according to the provisions of the Income Tax Track Without a Trustee (Section 11.2 of this Plan), and if prior to the Exercise of any and/or all of these Options or sale of such Granted Shares, such Participant ceases to be an employee, director, or officer of the Company or Affiliate, the Participant shall deposit with the Company a guarantee or other security as required by law, in order to ensure the payment of applicable taxes upon the Exercise of such Options and/or sale of Granted Shares, as the case may be.

17. WITHHOLDING TAXES

Whenever an amount with respect to withholding tax relating to Options and/or Shares Granted to a Participant and/or Underlying Shares issued upon the exercise thereof is due from the Participant and/or the Company and/or an Affiliate, the Company and/or an Affiliate and/or the Trustee shall have the right to demand from a Participant such amount sufficient to satisfy any applicable withholding tax requirements related thereto, and whenever Shares or any other non-cash assets are to be delivered pursuant to the exercise of an Option and the sale of Granted Shares, or transferred thereafter, the Company and/or an Affiliate and/or the Trustee shall have the right to require the Participant to remit to the Company and/or to the Affiliate, or to the Trustee an amount in cash sufficient to satisfy any applicable withholding tax requirements related thereto, and if such amount is not timely remitted, the Company and/or the Affiliate and/or the Trustee shall have the right to withhold or set-off (subject to Law) such Shares or any other non-cash assets pending payment by the Participant of such amounts.

Until all taxes have been paid in accordance with Rule 7 of the Section 102 Rules, Granted Shares, Options and/or Underlying Shares may not be sold, transferred, assigned, pledged, encumbered, or otherwise willfully hypothecated or disposed of, and no power of attorney or deed of transfer, whether for immediate or future use may be validly given. Notwithstanding the foregoing, the Granted Shares, Options and/or Underlying Shares may be validly transferred in accordance with Section 20 below, provided that the transferee thereof shall be subject to the provisions of Section 102 and the Section 102 Rules as would have been applicable to the deceased Participant were he or she to have survived.

18. NO TRANSFER OF OPTIONS

The Trustee shall not transfer Options to any third party, including a Participant, except in accordance with instructions received from the Administrator.

19. TRANSFER OF RIGHTS UPON DEATH

No transfer of any Granted Share or right to an Option or Underlying Share issued upon the exercise thereof by will or by the laws of descent shall be effective to bind the Company unless the Company shall have been furnished with the following signed and notarized documents:

(A) A written request for such transfer and a copy of the legal documents creating and confirming the right of the person acting with respect to the Participant’s estate and of the transferee;

(B) A written consent by the transferee to pay any amounts in connection with the Granted Shares, Options and Underlying Shares any payment due according to the provisions of the Plan and otherwise abide by all the terms of the Plan; and

(C) any such other evidence as the Administrator may deem necessary to establish the right to the transfer of the Granted Share, Option or Underlying Share issued upon the exercise thereof and the validity of the transfer.

20. NO RIGHT OF OTHERS TO OPTIONS

any such other evidence as the Administrator may deem necessary to establish the right to the transfer of the Granted Share, Option or Underlying Share issued upon the exercise thereof and the validity of the transfer.

21. EXPENSES AND RECEIPTS

The expenses incurred in connection with the administration and implementation of the Plan (including any applicable stamp duty) shall be borne by the Company. Any proceeds received by the Company in connection with the Allocation of Shares or exercise of any Option may be used for general corporate purposes.

22. REQUIRED APPROVALS

The Plan is subject to the receipt of all approvals required under the Tax Ordinance, and the Law.

23. APPLICABLE LAW

This Plan and all documents delivered or executed by the Company or Affiliate in connection herewith shall be governed by, and construed and administered in accordance with the Law.

24. TREATMENT OF PARTICIPANTS

There is no obligation for uniformity of treatment of Participants.

25. NO CONFLICTS

In the event of any conflict between the terms of the Plan and the Grant Letter, the Plan shall prevail, unless the Grant Letter stated specifically that the conflicting provision in the Grant Letter shall prevail.

26. PARTICIPANT UNDERTAKINGS

By entering into this Plan, the Participant shall (1) agree and acknowledge that he or she have received and read the Plan and the Grant Letter; (2) undertake all the provisions set forth in: Section 3i or Section 102 as applicable (including provisions regarding the applicable Tax Track that the Company has selected), the Plan, the Grant Letter and the Trust Agreement (if applicable); and (3) if the Options are Granted under Section 102, the Israeli Participant shall undertake that subject to the provisions of Section 102 and the Rules, he or she shall not to sell or release the Shares or Underlying Shares from trust before the end of the Holding Period (if any).

***

EX-10.3

Exhibit 10.3

SYNCPLICITY, INC.

2008 EQUITY INCENTIVE PLAN

ADOPTED ON AUGUST 23, 2008

(AS AMENDED ON AUGUST 2, 2010 AND AUGUST 19, 2010)

SYNCPLICITY, INC.

2008 EQUITY INCENTIVE PLAN

As Adopted on August 23, 2008

1.    PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance through awards of Options and Restricted Stock. Capitalized terms not defined in the text are defined in Section 22 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code (“Section 25102(o)”). Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.

2.    SHARES SUBJECT TO THE PLAN.

2.1    Number of Shares Available. Subject to Sections 2.2 and 17 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 2,616,550 Shares¹. Subject to Sections 2.2, 5.10 and 17 hereof, Shares subject to Awards previously granted will again be available for grant and issuance in connection with future Awards under this Plan to the extent such Shares: (i) cease to be subject to issuance upon exercise of an Option, other than due to exercise of such Option; (ii) are subject to an Award granted hereunder but the Shares subject to such Award are forfeited or repurchased by the Company at the original issue price; or (iii) are subject to an Award that otherwise terminates without Shares being issued. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this Plan.

2.2    Adjustment of Shares. In the event that the number of outstanding shares of the Company’s Common Stock is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration, then (a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options and (c) the Purchase Prices of and number of Shares subject to other outstanding Awards will be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee.

3.    ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section 5 hereof) and Restricted Stock Awards may be granted to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. A person may be granted more than one Award under this Plan.

4.    ADMINISTRATION.

4.1    Committee Authority. This Plan will be administered by the Committee or the Board if no Committee is created by the Board. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to:

___________________

¹ Reflects the original reserve of 973,000 shares at Plan adoption, the 310,224 share increase as approved by the Board of Directors on August 2, 2010 and the 1,333,326 share increase as approved by the Board of Directors on August 19, 2010.

(a)    construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;

(b)    prescribe, amend, expand and rescind or terminate rules and regulations relating to this Plan;

(c)    approve persons to receive Awards;

(d)    determine the form and terms of Awards;

(e)    determine the number of Shares or other consideration subject to Awards under this Plan;

(f)    determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or awards under any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;

(g)    grant waivers of any conditions of this Plan or any Award;

(h)    determine the terms of vesting, exercisability and payment of Awards under this Plan;

(i)    correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any Exercise Agreement or any Restricted Stock Purchase Agreement;

(j)    determine whether an Award has been earned;

(k)    make all other determinations necessary or advisable for the administration of this Plan; and

(l)    extend the vesting period beyond a Participant’s Termination Date.

4.2    Committee Discretion. Unless in contravention of any express terms of this Plan or Award, any determination made by the Committee with respect to any Award will be made in its sole discretion either (a) at the time of grant of the Award, or (b) subject to Section 5.9 hereof, at any later time. Any such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan, provided such officer or officers are members of the Board.

5.    OPTIONS. The Committee may grant Options to eligible persons described in Section 3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following:

5.1    Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan.

5.2    Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless a later date is otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.

5.3    Exercise Period. Options may be exercisable immediately but subject to repurchase pursuant to Section 11 hereof or may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Shareholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

5.4    Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and shall not be less than the Fair Market Value per Share unless expressly determined in writing by the Committee on the Option’s date of grant; provided that the Exercise Price of an ISO granted to a Ten Percent Shareholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section 7 hereof.

5.5    Method of Exercise. Options may be exercised only by delivery to the Company of a written stock option exercise agreement (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement will state (a) the number of Shares being purchased, (b) the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and (c) such representations and agreements regarding Participant’s investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws. Participant shall execute and deliver to the Company the Exercise Agreement together with payment in full of the Exercise Price, and any applicable taxes, for the number of Shares being purchased.

5.6    Termination. Subject to earlier termination pursuant to Sections 17 and 18 hereof and notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following:

(a)    If the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such Participant’s Options only to the extent that such Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant, if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or within such longer time period, not exceeding five (5) years, after the Termination Date as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO) but in any event, no later than the expiration date of the Options.

(b)    If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months after a Termination other than for Cause), then Participant’s Options may be exercised only to the extent that such Options are exercisable as to Vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such options must be exercised by Participant (or Participant’s legal representative or authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within twelve (12) months after the Termination Date (or within such shorter time period, not less than six (6) months, or within such longer time period, not exceeding five (5) years, after the Termination Date as may be determined by the Committee, with any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or disability, within the meaning of Section 22(e)(3) of the Code, or (ii) twelve (12) months after the Termination Date when the Termination is for Participant’s disability, within the meaning of Section 22(e)(3) of the Code, deemed to be an NQSO) but in any event no later than the expiration date of the Options.

(c)    If the Participant is terminated for Cause, the Participant may exercise such Participant’s Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant’s Options shall expire on such Participant’s Termination Date, or at such later time and on such conditions as are determined by the Committee.

5.7    Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable.

5.8    Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date (as defined in Section 18 hereof) to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

5.9    Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 5.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent of Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 hereof for Options granted on the date the action is taken to reduce the Exercise Price.

5.10    No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant, to disqualify any Participant’s ISO under Section 422 of the Code. In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance) under the Plan upon exercise of ISOs exceed 9,730,000 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan.

6.    RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are subject to certain specified restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price, the restrictions to which the Shares will be subject, and all other terms and conditions of the Restricted Stock Award, subject to the following:

6.1    Form of Restricted Stock Award. All purchases under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Purchase Agreement”) that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The Restricted Stock Award will be accepted by the Participant’s execution and delivery of the Restricted Stock Purchase Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee.

6.2    Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee on the date the Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance with Section 7 hereof.

6.3    Restrictions. Restricted Stock Awards may be subject to the restrictions set forth in Section 11 hereof or such other restrictions not inconsistent with Section 25102(o) of the California Corporations Code.

7.    PAYMENT FOR SHARE PURCHASES.

7.1    Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law:

(a)    by cancellation of indebtedness of the Company owed to the Participant;

(b)    by surrender of shares of the Company that: (i) either (A) for which the Company has received “full payment of the purchase price” within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security interests;

(c)    by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares;

(d)    by waiver of compensation due or accrued to the Participant from the Company for services rendered;

(e)    with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:

(i)    through a “same day sale” commitment from the Participant and a broker-dealer that is a member of a financial industry regulatory authority, such as the New York Stock Exchange (each, a “Dealer”), whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or

(ii)    through a “margin” commitment from the Participant and a Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the Dealer in a margin account as security for a loan from the Dealer in the amount of the total Exercise Price, and whereby the Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the Company; or

(f)    by any combination of the foregoing.

7.2    Loan Guarantees. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant.

8.    WITHHOLDING TAXES.

8.1    Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash by the Company, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements.

8.2    Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its sole discretion allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that minimum number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. All elections by a Participant to have Shares withheld for this purpose will be made in accordance with the requirements established by the Committee for such elections and be in writing in a form acceptable to the Committee.

9.    PRIVILEGES OF STOCK OWNERSHIP. No Participant will have any of the rights of a shareholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a shareholder and have all the rights of a shareholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock. The Participant will have no right to retain such stock dividends or stock distributions with respect to Unvested Shares that are repurchased pursuant to Section 11 hereof.

10.    TRANSFERABILITY. Except as permitted by the Committee, Awards granted under this Plan, and any interest therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R. 240.16a-1(e), and may not be made subject to execution, attachment or similar process. During the lifetime of the Participant an Award will be exercisable only by the Participant or Participant’s legal representative and any elections with respect to an Award may be made only by the Participant or Participant’s legal representative.

11.    RESTRICTIONS ON SHARES.

11.1    Right of First Refusal. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party, provided that such right of first refusal terminates upon the Company’s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act.

11.2    Right of Repurchase. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase Unvested Shares held by a Participant for cash and/or cancellation of purchase money indebtedness owed to the Company by the Participant following such Participant’s Termination at any time.

12.    CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.

13.    ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares set forth in Section 11 hereof, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated. The Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.

14.    EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in cash, shares of Common Stock of the Company (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree.

15.    SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this plan that do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code. Any requirement of this Plan which is required in law only because of Section 25102(o) need not apply with respect to a particular Award if the Committee so provides. An Award will not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and/or (b) compliance with any exemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the exemption, registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

16.    NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary or limit in any way the right of the Company or any Parent or Subsidiary to terminate Participant’s employment or other relationship at any time, with or without Cause.

17.    CORPORATE TRANSACTIONS.

17.1    Assumption or Replacement of Awards by Successor or Acquiring Company. In the event of (a) a dissolution or liquidation of the Company, (b) any reorganization, consolidation, merger or similar transaction or series of related transactions (each, a “combination transaction”) in which the Company is a constituent corporation or is a party if, as a result of such combination transaction, the voting securities of the Company that are outstanding immediately prior to the consummation of such combination transaction (otherthan any such securities that are held by an Acquiring Shareholder (defined below)) do not represent, or are not converted into, securities of the surviving corporation of such combination transaction (or such surviving corporation’s parent corporation if the surviving corporation is owned by the parent corporation) that, immediately after the consummation of such combination transaction, together possess at least fifty percent (50%) of the total voting power of all securities of such surviving

corporation (or its parent corporation, if applicable) that are outstanding immediately after the consummation of such combination transaction, including securities of such surviving corporation (or its parent corporation, if applicable) that are held by the Acquiring Shareholder; or (c) a sale of all or substantially all of the assets of the Company, that is followed by the distribution of the proceeds to the Company’s shareholders, any or all outstanding Awards may be assumed, converted or replaced by the successor or acquiring corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the alternative, the successor or acquiring corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to shareholders of the Company (after taking into account the existing provisions of the Awards). The successor or acquiring corporation may also substitute by issuing, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions and other provisions no less favorable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described in this Section 17.1. For purposes of this Section 17.1, an “Acquiring Shareholder” means a shareholder or shareholders of the Company that (i) merges or combines with the Company in such combination transaction or (ii) owns or controls a majority of another corporation that merges or combines with the Company in such combination transaction. In the event such successor or acquiring corporation (if any) does not assume, convert, replace or substitute Awards, as provided above, pursuant to a transaction described in this Section 17.1, then notwithstanding any other provision in this Plan to the contrary, the vesting of such Awards will accelerate and the Options will become exercisable in full prior to the consummation of such event at such times and on such conditions as the Committee determines, and if such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate in accordance with the provisions of this Plan.

17.2    Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 17, in the event of the occurrence of any transaction described in Section 17.1 hereof, any outstanding Awards will be treated as provided in the applicable agreement or plan of reorganization, merger, consolidation, dissolution, liquidation or sale of assets.

17.3    Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under this Plan in substitution of such other company’s award or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.

18.    ADOPTION AND SHAREHOLDER APPROVAL. This Plan will become effective on the date that it is adopted by the Board (the “Effective Date”). This Plan will be approved by the shareholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (a) no Option may be exercised prior to initial shareholder approval of this Plan; (b) no Option granted pursuant to an increase in the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the shareholders of the Company; (c) in the event that initial shareholder approval is not obtained within the time period provided herein, all Awards for which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply shall be canceled, any Shares issued pursuant to any such Award shall be canceled and any purchase of such Shares issued hereunder shall be rescinded; and (d) Awards (to which only the exemption from California’s securities qualification requirements provided by Section 25102(o) can apply) granted pursuant to an increase in the number of Shares approved by the Board which increase is not approved by shareholders within the time then required under Section 25102(o) shall be canceled, any Shares issued pursuant to any such Awards shall be canceled, and any purchase of Shares subject to any such Award shall be rescinded.

19.    TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the Effective Date or, if earlier, the date of shareholder approval. This Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of California.

20.    AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9 hereof, the Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the shareholders of the Company, amend this Plan in any manner that requires such shareholder approval pursuant to Section 25102(o) of the California Corporations Code or the Code or the regulations promulgated thereunder as such provisions apply to ISO plans.

21.    NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the shareholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and other equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

22.    DEFINITIONS. As used in this Plan, the following terms will have the following meanings:

“Award” means any award under this Plan, including any Option or Restricted Stock Award.

“Award Agreement” means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award, including the Stock Option Agreement and Restricted Stock Agreement.

“Board” means the Board of Directors of the Company.

“Cause” means Termination because of (a) any willful, material violation by the Participant of any law or regulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Participant’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of a common law fraud, (b) the Participant’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (c) any material breach by the Participant of any provision of any agreement or understanding between the Company or any Parent or Subsidiary of the Company and the Participant regarding the terms of the Participant’s service as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an employee, officer, director or consultant of the Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or a Parent or Subsidiary of the Company and the Participant, (d) Participant’s disregard of the policies of the Company or any Parent or Subsidiary of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (e) any other misconduct by the Participant which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or a Parent or Subsidiary of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the committee created and appointed by the Board to administer this Plan, or if no committee is created and appointed, the Board.

“Company” means Syncplicity, Inc., or any successor corporation.

“Disability” means a disability, whether temporary or permanent, partial or total, as determined by the Committee.

“Exercise Price” means the price per Share at which a holder of an Option may purchase Shares issuable upon exercise of the Option.

“Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:

(a)    if such Common Stock is then publicly traded on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal;

(b)    if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Committee may determine); or

(c)    if none of the foregoing is applicable to the valuation in question, by the Committee in good faith.

“Option” means an award of an option to purchase Shares pursuant to Section 5 of this Plan.

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

“Participant” means a person who receives an Award under this Plan.

“Plan” means this Syncplicity, Inc. 2008 Equity Incentive Plan, as amended from time to time.

“Purchase Price” means the price at which a Participant may purchase Restricted Stock in connection with this Plan.

“Restricted Stock” means Shares purchased pursuant to a Restricted Stock Award under this Plan.

“Restricted Stock Award” means an award of Shares pursuant to Section 6 hereof.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means shares of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 17 hereof, and any successor security.

“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

“Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company. A Participant will not be deemed to have ceased to provide services in the case of sick leave, military leave, or any other leave of absence approved by the Committee; provided that such leave is for a period of not more than ninety (90) days (a) unless reinstatement (or, in the case of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by the Company’s Board and issued and promulgated

in writing. In the case of any Participant on sick leave, military leave or an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the Stock Option Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”).

“Unvested Shares” means “Unvested Shares” as defined in the Award Agreement for an Award.

“Vested Shares” means “Vested Shares” as defined in the Award Agreement.

___________________________

EX-10.4

Exhibit 10.4

July 16, 2012

Dear Bill:

This letter agreement confirms our discussions regarding your employment at EMC Corporation ("EMC"). It is expected that you will remain a full time employee of EMC through February 12, 2017. At such time, you have indicated that you may retire. For purposes of this letter agreement, your resignation on or after February 12, 2017 shall be known as the “Retirement Date.”

On your Retirement Date, you will be permitted to continue to vest in all your then-outstanding EMC equity grants in accordance with the original vesting schedules, subject to any applicable restrictions under IRC Section 409A.

In the event you are involuntarily terminated by EMC without “cause” prior to the Retirement Date, you will be permitted to continue to vest in all your then-outstanding EMC equity grants in accordance with the original vesting schedules, subject to any applicable restrictions under IRC Section 409A.

Except as specifically provided in this letter agreement, all equity grants shall continue to be subject to the terms and conditions of the EMC stock plan(s) and applicable grant agreements.

During the period of time that your EMC equity continues to vest after your Retirement Date, the EMC Key Employee Agreement signed by you on October 18, 2011 (the “KEA”), including but not limited to Section 1(b) thereof, shall continue in full force and effect as if you continued to be an active employee of EMC through the end of the latest vesting period of your equity grants. During the period of time that your EMC equity continues to vest after your involuntary termination without “cause,” the KEA shall continue in full force and effect in accordance with its terms unless otherwise agreed by EMC in writing. The KEA is incorporated by reference into this letter agreement.

In the event that, at any time following your Retirement Date or involuntary termination without “cause,” you intend to relinquish your rights with respect to your unvested equity for which you would otherwise be eligible under this letter agreement, you shall immediately provide written notice to EMC’s Office of the General Counsel of such intent. Upon receipt of such written notice following your Retirement Date, all of your then-outstanding unvested equity shall immediately expire and be forfeited and the one (1) year non-competition restrictions set forth in Section 1(b) of the KEA shall commence. Upon receipt of such written notice following your involuntary termination without “cause,” all of your then-outstanding unvested equity shall immediately expire and be forfeited and the KEA shall continue in full force and effect in accordance with its terms.

In the event your employment is terminated by EMC for "cause" prior to the Retirement Date, all your EMC equity grants shall immediately expire. For purposes of this letter agreement, "cause" means the occurrence of any of the following, as determined by EMC management in its sole discretion: (i) serious misconduct by you in the performance of your employment duties; (ii) your conviction of, or entering a guilty plea with respect to, a felony or a misdemeanor involving moral turpitude; (iii) your commission of an act involving personal dishonesty that results in financial, reputational, or other harm to EMC or its affiliates or subsidiaries; (iv) your failure to comply with any applicable term set forth in the KEA; or (v) your material violation of any rule, policy, procedure or guideline of EMC or its affiliates or subsidiaries, including but not limited to EMC’s Business Conduct Guidelines.

In addition to any rights or remedies that either you or EMC may have under this letter agreement or any stock plan, stock agreement or the KEA, in the event that you violate the KEA or this letter agreement after your Retirement Date or involuntary termination without “cause,” EMC reserves the right to cancel any then-outstanding equity.

This letter agreement supersedes, effective as of date hereof, the letter agreement by and between you and EMC, dated October 13, 2011, and shall inure to the benefit of and be binding on the successors and assigns of EMC and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the doctrine of conflicts of law. This letter agreement is executed under seal.

Please acknowledge your agreement to the terms herein in the space provided below. Thank you.

Very truly yours,

/s/ Joseph M. Tucci

Joseph M. Tucci

Chairman, President & CEO

Acknowledged and agreed:

/s/ William F. Scannell 7/16/12

William F. Scannell Date

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Joseph M. Tucci, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EMC Corporation (“the Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: August 2, 2012 /s/ Joseph M. Tucci            

Joseph M. Tucci

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, David I. Goulden, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EMC Corporation (“the Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: August 2, 2012 /s/ David I. Goulden            

David I. Goulden

President, Chief Operating Officer and Chief

Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph M. Tucci, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Quarterly Report on Form 10-Q of EMC Corporation for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EMC Corporation.

/s/ Joseph M. Tucci            

Joseph M. Tucci

Chairman and Chief Executive Officer

August 2, 2012

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. This certification shall not be deemed incorporated by reference in any filing under the Securities Act or Exchange Act, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David I. Goulden, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Quarterly Report on Form 10-Q of EMC Corporation for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EMC Corporation.

/s/ David I. Goulden            

David I. Goulden

President, Chief Operating Officer and Chief

Financial Officer

August 2, 2012

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. This certification shall not be deemed incorporated by reference in any filing under the Securities Act or Exchange Act, except to the extent that the Company specifically incorporates it by reference.

XML

Effect of Changes in Ownership Interest in VMware on Equity (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Noncontrolling Interest [Abstract]
Net income attributable to EMC Corporation	$ 649,514	$ 546,494	$ 1,236,356	$ 1,023,642
Transfers (to) from the non-controlling interest in VMware, Inc.:
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity issuances			77,477	112,736
Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other equity activity			(249,792)	(335,523)
Net transfers (to) from non-controlling interest			(172,315)	(222,787)
Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.			$ 1,064,041	$ 800,855

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Accounts and Notes Receivable and Allowance for Credit Losses - Additional Information (Detail) (USD $)			6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Future Period
Financing Receivable, Recorded Investment, Past Due [Line Items]
Gross lease receivables	$ 328,582,000	$ 272,300,000
Sales of leases to third parties without recourse			$ 35,000,000

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Changes In Fair Value of Level 3 Financial Assets (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of the period	$ 78,397	$ 74,596
Calls at par value		(225)
Other than Temporary Impairment Losses, Investments	(1,969)	(1,969)
(Increase) decrease in previously recognized unrealized losses included in other comprehensive income	(2,532)	1,494
Balance, end of the period	$ 73,896	$ 73,896

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Components of Property, Plant and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Furniture and fixtures	$ 187,004	$ 180,800
Equipment and software	4,988,061	4,680,118
Buildings and improvements	1,794,671	1,748,214
Land	117,566	117,513
Building construction in progress	153,880	146,650
Property, Plant and Equipment, Gross, Total	7,241,182	6,873,295
Accumulated depreciation	(4,299,072)	(4,040,146)
Property, plant and equipment, net	2,942,110	2,833,149
Assets Held For Future Use [Member]
Property, Plant and Equipment [Line Items]
Building construction in progress	$ 66,500

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Fair Value Hierarchy For Financial Assets And Liabilities Measured At Fair Value (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	$ 10,906,078
Convertible debt	(2,702,220)
Foreign exchange derivative assets	26,955
Foreign exchange derivative liabilities	(35,865)
Cash
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,662,937
Cash Equivalents
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	2,330,081
US Government Agencies Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	2,309,437
US Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,506,607
High Yield Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	462,387
Asset-backed Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	39,972
Municipal Obligations
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,219,078
Auction Rate Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	73,896
Foreign Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,197,928
Publicly Traded Equity Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	103,755
Strategic Investments Held At Cost
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	204,963
Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Commodity derivative liabilities	(3,371)
Interest Rate Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Commodity derivative liabilities	(30,207)
Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	5,367,486
Fair Value, Inputs, Level 1 | Cash
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,662,937
Fair Value, Inputs, Level 1 | Cash Equivalents
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	2,265,587
Fair Value, Inputs, Level 1 | US Government Agencies Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,335,207
Fair Value, Inputs, Level 1 | Publicly Traded Equity Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	103,755
Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	5,464,696
Convertible debt	(2,702,220)
Foreign exchange derivative assets	26,955
Foreign exchange derivative liabilities	(35,865)
Fair Value, Inputs, Level 2 | Cash Equivalents
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	64,494
Fair Value, Inputs, Level 2 | US Government Agencies Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	974,230
Fair Value, Inputs, Level 2 | US Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,506,607
Fair Value, Inputs, Level 2 | High Yield Corporate Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	462,387
Fair Value, Inputs, Level 2 | Asset-backed Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	39,972
Fair Value, Inputs, Level 2 | Municipal Obligations
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,219,078
Fair Value, Inputs, Level 2 | Foreign Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	1,197,928
Fair Value, Inputs, Level 2 | Commodity Contract
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Commodity derivative liabilities	(3,371)
Fair Value, Inputs, Level 2 | Interest Rate Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Commodity derivative liabilities	(30,207)
Fair Value, Inputs, Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	73,896
Fair Value, Inputs, Level 3 | Auction Rate Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	73,896
Fair Value, Inputs, Level 3 | Strategic Investments Held At Cost
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash and investments	$ 204,963

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Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2012

Payables and Accruals [Abstract]

Components of Accrued Expenses

Accrued expenses consist of (table in thousands):

	June 30, 2012		December 31, 2011
Salaries and benefits	$	886,315	$	961,587
Product warranties	262,059		254,554
Partner rebates	158,182		167,813
Restructuring, current (See Note 13)	68,561		61,541
Derivatives	76,337		50,963
Other	869,200		858,521
	$	2,320,654	$	2,354,979

Activity in Warranty Accrual for Product Warranty

The following represents the activity in our warranty accrual for the three and six months ended June 30, 2012 and 2011 (table in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Balance, beginning of the period	$	263,181		$	243,634		$	254,554		$	236,131
Provision	39,802			42,415			88,055			88,240
Amounts charged to the accrual	(40,924		)	(37,654		)	(80,550		)	(75,976		)
Balance, end of the period	$	262,059		$	248,395		$	262,059		$	248,395

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Components of Accrued Expenses (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010
Payables and Accruals [Abstract]
Salaries and benefits	$ 886,315		$ 961,587
Product warranties	262,059	263,181	254,554	248,395	243,634	236,131
Partner rebates	158,182		167,813
Restructuring, current (see Note 13)	68,561		61,541
Derivatives	76,337		50,963
Other	869,200		858,521
Accrued Liabilities, Current, Total	$ 2,320,654		$ 2,354,979

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Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These consolidated financial statements include the accounts of EMC, its wholly owned subsidiaries and VMware, a company majority-owned by EMC. All intercompany transactions have been eliminated.

Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Accordingly, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011 which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2012.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the entire fiscal year. The interim consolidated financial statements, in the opinion of management, reflect all adjustments necessary to fairly state the results as of and for the three- and six-month periods ended June 30, 2012 and 2011.

Net Income Per Share

Net Income Per Share

Basic net income per weighted average share has been computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per weighted average 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, restricted stock and restricted stock units, our $1.725 billion1.75% convertible senior notes due 2013 and associated warrants. Additionally, for purposes of calculating diluted net income per weighted average share, net income is adjusted for the difference between VMware’s reported diluted and basic net income per weighted average share, if any, multiplied by the number of shares of VMware held by EMC.

Adjustments for Immaterial Prior Period Accounting Error

Adjustments for Immaterial Prior Period Accounting Error

During the three months ended June 30, 2012, we determined that since VMware’s initial public offering in 2007, we have incorrectly recorded deferred tax liabilities on the gains and losses associated with changes in the non-controlling interest. These deferred tax liabilities were recorded as a reduction to additional paid-in capital and therefore had no impact on our previously reported consolidated income statements. The error resulted in an overstatement of our deferred tax liability and understatement of our additional paid-in capital of $352.6 million in our December 31, 2011 consolidated balance sheet and an understatement of additional paid-in capital of $407.2 million in our statement of shareholders’ equity for the six months ended June 30, 2011.  These corrections are reflected in the consolidated balance sheets as of December 31, 2011 and in the statements of shareholders’ equity for the six months ended June 30, 2012 and 2011 and are not material to the consolidated balance sheets or statements of shareholders’ equity for the years ended December 31, 2011, 2010, 2009, 2008 or 2007 or any related interim periods. In addition, the error resulted in an overstatement of our deferred tax liability and an understatement of our additional paid-in capital of $467.1 million in our December 31, 2010 consolidated balance sheet and statement of shareholders’ equity and an understatement of additional paid-in capital of $499.6 million in our statement of shareholders’ equity at December 31, 2009. These adjusted prior-period balances will be reflected in our future filings.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased disclosures regarding valuation inputs and investment categorization. The adoption of this new accounting guidance in 2012 did not have a material impact on our consolidated financial position, results of operations or cash flows.

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Fair Value of Financial Assets and Liabilities Contractual Maturities of Investments (Detail) (Debt Securities, USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Debt Securities
Amortized Cost Basis
Due within one year	$ 1,651,057
Due after 1 year through 5 years	4,346,582
Due after 5 years through 10 years	429,524
Due after 10 years	344,428
Available For Sale Securities Amortized Cost	6,771,591	6,228,479
Aggregate Fair Value
Due within one year	1,654,507
Due after 1 year through 5 years	4,367,732
Due after 5 years through 10 years	446,114
Due after 10 years	340,952
Available For Sale Securities Fair Value	$ 6,809,305	$ 6,247,092

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Business Combinations, Intangibles and Goodwill - Goodwill (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Goodwill [Roll Forward]
Balance, beginning of the year	$ 12,154,970	$ 11,772,650
Goodwill resulting from acquisitions	508,201	375,840
Tax deduction from exercise of stock options		(1,020)
Finalization of purchase price allocations	(8,344)	7,500
Balance, end of the period	12,654,827	12,154,970
Information Storage
Goodwill [Roll Forward]
Balance, beginning of the year	7,033,965	7,029,341
Goodwill resulting from acquisitions	422,941	0
Tax deduction from exercise of stock options		(73)
Finalization of purchase price allocations	(406)	4,697
Balance, end of the period	7,456,500	7,033,965
Information Intelligence Group
Goodwill [Roll Forward]
Balance, beginning of the year	1,469,216	1,467,903
Goodwill resulting from acquisitions	14,462	0
Tax deduction from exercise of stock options		(852)
Finalization of purchase price allocations	0	2,165
Balance, end of the period	1,483,678	1,469,216
RSA Information Security
Goodwill [Roll Forward]
Balance, beginning of the year	1,849,116	1,663,213
Goodwill resulting from acquisitions	0	187,445
Tax deduction from exercise of stock options		(95)
Finalization of purchase price allocations	(5,128)	(1,447)
Balance, end of the period	1,843,988	1,849,116
VMware Virtual Infrastructure Within EMC
Goodwill [Roll Forward]
Balance, beginning of the year	1,802,673	1,612,193
Goodwill resulting from acquisitions	70,798	188,395
Tax deduction from exercise of stock options		0
Finalization of purchase price allocations	(2,810)	2,085
Balance, end of the period	$ 1,870,661	$ 1,802,673

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Basis of Presentation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	27 Months Ended	39 Months Ended	45 Months Ended	51 Months Ended
	Dec. 31, 2009	Dec. 31, 2010	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012 Convertible Senior Notes 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prior period reclassification adjustment to decrease deferred tax liability and increase additional paid-in capital	$ 499.6	$ 467.1	$ 407.2	$ 352.6
Debt Instrument [Line Items]
Convertible senior notes included in calculation of net income per share					$ 1,725
Convertible senior notes interest rate					1.75%

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Contractual Amounts Due under Leases (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Jun. 30, 2011
Receivables [Abstract]
Due within one year	$ 125,730
Due within two years	105,745
Due within three years	96,399
Thereafter	708
Total	328,582	272,300
Less amounts representing interest	(6,009)
Present value	322,573
Current portion (included in accounts and notes receivable)	123,667
Long-term portion (included in other assets, net)	$ 198,906

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Segment Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Product revenues	$ 3,178,737	$ 3,043,984	$ 6,247,594	$ 5,975,243
Services revenues	2,132,656	1,801,354	4,158,177	3,477,713
Total consolidated revenues	5,311,393	4,845,338	10,405,771	9,452,956
Cost of sales	1,964,000	1,965,051	3,945,161	3,873,618
Gross profit	3,347,393	2,880,287	6,460,610	5,579,338
Gross profit percentage	63.00%	59.40%	62.10%	59.00%
Research and development	655,941	538,891	1,243,758	1,040,999
Selling, general and administrative	1,716,650	1,575,689	3,366,847	3,071,620
Restructuring and acquisition-related charges	27,603	21,216	53,496	48,109
Total costs and expenses	2,400,194	2,135,796	4,664,101	4,160,728
Operating income	947,199	744,491	1,796,509	1,418,610
Other income (expense), net	(43,525)	19,867	(75,946)	(30,059)
Income before provision for income taxes	903,674	764,358	1,720,563	1,388,551
Income tax provision	214,256	172,731	405,166	294,370
Net income	689,418	591,627	1,315,397	1,094,181
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39,904)	(45,133)	(79,041)	(70,539)
Net income attributable to EMC Corporation	649,514	546,494	1,236,356	1,023,642
Information Storage
Revenues:
Product revenues	2,512,914	2,432,702	4,967,649	4,816,713
Services revenues	1,304,311	1,135,792	2,538,483	2,191,258
Total consolidated revenues	3,817,225	3,568,494	7,506,132	7,007,971
Cost of sales	1,638,149	1,575,551	3,267,187	3,149,802
Gross profit	2,179,076	1,992,943	4,238,945	3,858,169
Gross profit percentage	57.10%	55.80%	56.50%	55.10%
Information Intelligence Group
Revenues:
Product revenues	45,497	44,226	81,559	85,358
Services revenues	107,276	115,646	216,767	225,689
Total consolidated revenues	152,773	159,872	298,326	311,047
Cost of sales	50,436	59,220	106,368	116,925
Gross profit	102,337	100,652	191,958	194,122
Gross profit percentage	67.00%	63.00%	64.30%	62.40%
RSA Information Security
Revenues:
Product revenues	103,458	102,273	199,947	189,453
Services revenues	117,312	93,861	227,340	180,935
Total consolidated revenues	220,770	196,134	427,287	370,388
Cost of sales	41,619	128,234	114,774	208,153
Gross profit	179,151	67,900	312,513	162,235
Gross profit percentage	81.10%	34.60%	73.10%	43.80%
EMC Information Infrastructure
Revenues:
Product revenues	2,661,869	2,579,201	5,249,155	5,091,524
Services revenues	1,528,899	1,345,299	2,982,590	2,597,882
Total consolidated revenues	4,190,768	3,924,500	8,231,745	7,689,406
Cost of sales	1,730,204	1,763,005	3,488,329	3,474,880
Gross profit	2,460,564	2,161,495	4,743,416	4,214,526
Gross profit percentage	58.70%	55.10%	57.60%	54.80%
Research and development	371,899	318,068	710,115	616,201
Selling, general and administrative	1,128,312	1,075,046	2,222,324	2,080,310
Restructuring and acquisition-related charges	0	0	0	0
Total costs and expenses	1,500,211	1,393,114	2,932,439	2,696,511
Operating income	960,353	768,381	1,810,977	1,518,015
Other income (expense), net	(28,911)	(8,953)	(57,413)	(32,946)
Income before provision for income taxes	931,442	759,428	1,753,564	1,485,069
Income tax provision	275,033	210,303	495,486	382,517
Net income	656,409	549,125	1,258,078	1,102,552
Less: Net income attributable to the non-controlling interest in VMware, Inc.	0	0	0	0
Net income attributable to EMC Corporation	656,409	549,125	1,258,078	1,102,552
VMware Virtual Infrastructure Within EMC
Revenues:
Product revenues	516,868	464,783	998,439	883,719
Services revenues	603,757	456,055	1,175,587	879,831
Total consolidated revenues	1,120,625	920,838	2,174,026	1,763,550
Cost of sales	136,554	132,465	264,739	259,755
Gross profit	984,071	788,373	1,909,287	1,503,795
Gross profit percentage	87.80%	85.60%	87.80%	85.30%
Research and development	198,729	140,338	377,394	263,999
Selling, general and administrative	433,649	354,839	838,242	689,428
Restructuring and acquisition-related charges	0	0	0	0
Total costs and expenses	632,378	495,177	1,215,636	953,427
Operating income	351,693	293,196	693,651	550,368
Other income (expense), net	4,538	2,745	11,839	4,269
Income before provision for income taxes	356,231	295,941	705,490	554,637
Income tax provision	48,810	31,509	111,779	80,762
Net income	307,421	264,432	593,711	473,875
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(63,199)	(55,311)	(121,787)	(96,990)
Net income attributable to EMC Corporation	244,222	209,121	471,924	376,885
Corp Reconciling Items
Revenues:
Product revenues	0	0	0	0
Services revenues	0	0	0	0
Total consolidated revenues	0	0	0	0
Cost of sales	97,242	69,581	192,093	138,983
Gross profit	(97,242)	(69,581)	(192,093)	(138,983)
Research and development	85,313	80,485	156,249	160,799
Selling, general and administrative	154,689	145,804	306,281	301,882
Restructuring and acquisition-related charges	27,603	21,216	53,496	48,109
Total costs and expenses	267,605	247,505	516,026	510,790
Operating income	(364,847)	(317,086)	(708,119)	(649,773)
Other income (expense), net	(19,152)	26,075	(30,372)	(1,382)
Income before provision for income taxes	(383,999)	(291,011)	(738,491)	(651,155)
Income tax provision	(109,587)	(69,081)	(202,099)	(168,909)
Net income	(274,412)	(221,930)	(536,392)	(482,246)
Less: Net income attributable to the non-controlling interest in VMware, Inc.	23,295	10,178	42,746	26,451
Net income attributable to EMC Corporation	$ (251,117)	$ (211,752)	$ (493,646)	$ (455,795)

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Stockholders' Equity - Additional Information (Detail) (USD $) Share data in Millions, unless otherwise specified	3 Months Ended		6 Months Ended		51 Months Ended			6 Months Ended	1 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Dec. 31, 2008	Nov. 30, 2006	Jun. 30, 2012 Scenario, Forecast [Member]	Nov. 30, 2006 Sold Warrants
Sold warrants to acquire shares of our common stock									215
Sold warrants to acquire shares of our common stock, exercise price per share							19.55
Common stock excluded from calculation of diluted earnings per share	3.1	12.6	3.9	14.2
Repurchases of Common Stock, shares authorized to repurchase						250.0
Total Repurchases of Common Stock, shares			9.9		205.7
Total Repurchases of Common Stock			$ 259,998,000		$ 4,000,000,000
Shares authorized for future repurchases	44.3		44.3		44.3
Plan to spend for the year on common stock repurchases								$ 700,000,000

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Fair Value of Financial Assets and Liabilities - Additional Information (Detail) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Average credit rating	AA
Investment Holding Period	5 years
Auction rate securities that have partial guarantees by the U.S. government, market value	$ 16,100,000
Discount rate used to estimate fair value of investments	1.00%
The rate used for the discount margin to determine the estimated fair value of investment in auction rate securities	1.00%	2.00%
Percentage of Loans Guaranteed	95.00%
Short term investment	1,660,226,000	1,786,987,000
Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Coupon rate used to estimate fair value of invesments - Start Range	0.00%
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Coupon rate used to estimate fair value of invesments - End Range	4.00%
Variable Rate Demand Note
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short term investment	5,700,000
Contractual maturity period	2014
Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale Securities	6,809,305,000	6,247,092,000
Debt Securities | Foreign Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale Securities	$ 1,197,928,000	$ 987,074,000
Foreign Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Average credit rating	AA-
Foreign Sovereign Debt Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Average credit rating	AA
Percentage of Available For Sale Securities Debt Securities	6.00%

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Basis of Presentation

6 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

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, 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. 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 leader in virtualization and virtualization-based cloud infrastructure solutions utilized by businesses to help them transform the way they build, deliver and consume IT resources in a manner that is evolutionary and based on their specific needs. VMware’s virtualization infrastructure software solutions run on industry-standard desktop computers and servers and support a wide range of operating system and application environments, as well as networking and storage infrastructures.

General

The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These consolidated financial statements include the accounts of EMC, its wholly owned subsidiaries and VMware, a company majority-owned by EMC. All intercompany transactions have been eliminated.

Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Accordingly, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011 which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2012.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the entire fiscal year. The interim consolidated financial statements, in the opinion of management, reflect all adjustments necessary to fairly state the results as of and for the three- and six-month periods ended June 30, 2012 and 2011.

Net Income Per Share

Basic net income per weighted average share has been computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per weighted average 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, restricted stock and restricted stock units, our $1.725 billion1.75% convertible senior notes due 2013 and associated warrants. Additionally, for purposes of calculating diluted net income per weighted average share, net income is adjusted for the difference between VMware’s reported diluted and basic net income per weighted average share, if any, multiplied by the number of shares of VMware held by EMC.

Adjustments for Immaterial Prior Period Accounting Error

During the three months ended June 30, 2012, we determined that since VMware’s initial public offering in 2007, we have incorrectly recorded deferred tax liabilities on the gains and losses associated with changes in the non-controlling interest. These deferred tax liabilities were recorded as a reduction to additional paid-in capital and therefore had no impact on our previously reported consolidated income statements. The error resulted in an overstatement of our deferred tax liability and understatement of our additional paid-in capital of $352.6 million in our December 31, 2011 consolidated balance sheet and an understatement of additional paid-in capital of $407.2 million in our statement of shareholders’ equity for the six months ended June 30, 2011.  These corrections are reflected in the consolidated balance sheets as of December 31, 2011 and in the statements of shareholders’ equity for the six months ended June 30, 2012 and 2011 and are not material to the consolidated balance sheets or statements of shareholders’ equity for the years ended December 31, 2011, 2010, 2009, 2008 or 2007 or any related interim periods. In addition, the error resulted in an overstatement of our deferred tax liability and an understatement of our additional paid-in capital of $467.1 million in our December 31, 2010 consolidated balance sheet and statement of shareholders’ equity and an understatement of additional paid-in capital of $499.6 million in our statement of shareholders’ equity at December 31, 2009. These adjusted prior-period balances will be reflected in our future filings.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased disclosures regarding valuation inputs and investment categorization. The adoption of this new accounting guidance in 2012 did not have a material impact on our consolidated financial position, results of operations or cash flows.

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Accumulated Other Comprehensive Loss, Net of Tax (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Stockholders' Equity Note [Abstract]
Foreign currency translation adjustments	$ (18,477)	$ (10,780)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(4,771) and $(8,492)	(8,803)	(15,044)
Unrealized gains on investments, net of taxes of $40,589 and $18,343	68,021	30,608
Unrealized losses on derivatives, net of tax benefits of $(62,978) and $(62,210)	(104,079)	(100,446)
Recognition of actuarial net loss from pension and other postretirement plans, net of tax benefits of $(81,798) and $(81,798)	(139,108)	(139,108)
Accumulated Other Comprehensive Income Including Portion Attributable To Noncontrolling Interest, Total	(202,446)	(234,770)
Less: Accumulated other comprehensive income attributable to the non-controlling interest in VMware, Inc.	(660)	(239)
Accumulated other comprehensive loss, net	(203,106)	(235,009)
Unrealized losses on temporarily impaired investments, tax benefits	(4,771)	(8,492)
Unrealized gains on investments, taxes	40,589	18,343
Unrealized gains (losses) on derivatives, taxes (benefits)	(62,978)	(62,210)
Recognition of actuarial net loss from pension and other postretirement plans, tax benefits	$ (81,798)	$ (81,798)

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Key Components of Convertible Debt (Detail) (Convertible Senior Notes 2011 and 2013, USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Convertible Senior Notes 2011 and 2013
Debt Instrument [Line Items]
Contractual interest expense on the coupon	$ 7,422	$ 15,094	$ 14,945	$ 30,188
Amortization of the discount component recognized as interest expense	14,954	29,959	29,654	59,322
Total interest expense on the convertible debt	$ 22,376	$ 45,053	$ 44,599	$ 89,510

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Fair Value of Financial Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Composition of Investments

	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,474,029	$	12,420	$	(1,488	)	$	2,484,961
U.S. corporate debt securities	1,400,373		9,953		(2,573		)	1,407,753
High yield corporate debt securities	442,723		12,498		(7,742		)	447,479
Asset-backed securities	29,101		72		(25		)	29,148
Municipal obligations	814,657		2,021		(597		)	816,081
Auction rate securities	82,900		—		(8,304		)	74,596
Foreign debt securities	984,696		5,185		(2,807		)	987,074
Total fixed income securities	6,228,479		42,149		(23,536		)	6,247,092
Publicly traded equity securities	58,199		6,802		—			65,001
Total	$	6,286,678	$	48,951	$	(23,536	)	$	6,312,093

The following tables summarize the composition of our short- and long-term investments at June 30, 2012 and December 31, 2011 (tables in thousands):

	June 30, 2012
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,301,054	$	9,614	$	(1,231	)	$	2,309,437
U.S. corporate debt securities	1,498,162		9,087		(642		)	1,506,607
High yield corporate debt securities	442,573		22,658		(2,844		)	462,387
Asset-backed securities	39,898		85		(11		)	39,972
Municipal obligations	1,217,070		2,860		(852		)	1,219,078
Auction rate securities	80,706		—		(6,810		)	73,896
Foreign debt securities	1,192,128		6,351		(551		)	1,197,928
Total fixed income securities	6,771,591		50,655		(12,941		)	6,809,305
Publicly traded equity securities	46,433		57,955		(633		)	103,755
Total	$	6,818,024	$	108,610	$	(13,574	)	$	6,913,060

Fair Value Hierarchy For Financial Assets And Liabilities Measured At Fair Value

The following table represents our fair value hierarchy for our financial assets and liabilities measured at fair value as of June 30, 2012 (in thousands):

	Level 1		Level 2			Level 3		Total
Cash	$	1,662,937	$	—		$	—	$	1,662,937
Cash equivalents	2,265,587		64,494			—		2,330,081
U.S. government and agency obligations	1,335,207		974,230			—		2,309,437
U.S. corporate debt securities	—		1,506,607			—		1,506,607
High yield corporate debt securities	—		462,387			—		462,387
Asset-backed securities	—		39,972			—		39,972
Municipal obligations	—		1,219,078			—		1,219,078
Auction rate securities	—		—			73,896		73,896
Foreign debt securities	—		1,197,928			—		1,197,928
Publicly traded equity securities	103,755		—			—		103,755
Total cash and investments	$	5,367,486	$	5,464,696		$	73,896	$	10,906,078
Other items:
Strategic investments held at cost	$	—	$	—		$	204,963	$	204,963
Convertible debt	—		(2,702,220		)	—		(2,702,220		)
Foreign exchange derivative assets	—		26,955			—		26,955
Foreign exchange derivative liabilities	—		(35,865		)	—		(35,865		)
Commodity derivative liabilities	—		(3,371		)	—		(3,371		)
Interest rate swap contracts	—		(30,207		)	—		(30,207		)

Changes in Fair Value of Level 3 Financial Assets

The following table provides a summary of changes in fair value of our Level 3 auction rate securities for the three and six months ended June 30, 2012 (table in thousands):

	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
Balance, beginning of the period	$	78,397		$	74,596
Calls at par value	—			(225		)
Other-than-temporary impairment loss	(1,969		)	(1,969		)
(Increase) decrease in previously recognized unrealized losses included in other comprehensive income	(2,532		)	1,494
Balance, end of the period	$	73,896		$	73,896

Unrealized Losses on Investments by Investment Category and Length of Time in Continuous Unrealized Loss Position

Unrealized losses on investments at June 30, 2012 by investment category and length of time the investment has been in a continuous unrealized loss position are as follows (table in thousands):

	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency obligations	$	821,950	$	(1,170	)	$	8,029	$	(61	)	$	829,979	$	(1,231	)
U.S. corporate debt securities	377,330		(642		)	—		—			377,330		(642		)
High yield corporate debt securities	63,023		(2,793		)	2,225		(51		)	65,248		(2,844		)
Asset-backed securities	9,393		(10		)	5		(1		)	9,398		(11		)
Municipal obligations	418,354		(852		)	—		—			418,354		(852		)
Auction rate securities	—		—			73,896		(6,810		)	73,896		(6,810		)
Foreign debt securities	259,385		(551		)	—		—			259,385		(551		)
Publicly traded equity securities	1,293		(633		)	—		—			1,293		(633		)
Total	$	1,950,728	$	(6,651	)	$	84,155	$	(6,923	)	$	2,034,883	$	(13,574	)

Contractual Maturities of Investments

The contractual maturities of fixed income securities held at June 30, 2012 are as follows (table in thousands):

	June 30, 2012
	Amortized Cost Basis		Aggregate Fair Value
Due within one year	$	1,651,057	$	1,654,507
Due after 1 year through 5 years	4,346,582		4,367,732
Due after 5 years through 10 years	429,524		446,114
Due after 10 years	344,428		340,952
Total	$	6,771,591	$	6,809,305

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Convertible Debt (Tables)

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Key Components of Convertible Debt

The following tables represent the key components of our interest expense on convertible debt (table in thousands):

	For the Three Months Ended
	June 30, 2012		June 30, 2011
Contractual interest expense on the coupon	$	7,422	$	15,094
Amortization of the discount component recognized as interest expense	14,954		29,959
Total interest expense on the convertible debt	$	22,376	$	45,053

	For the Six Months Ended
	June 30, 2012		June 30, 2011
Contractual interest expense on the coupon	$	14,945	$	30,188
Amortization of the discount component recognized as interest expense	29,654		59,322
Total interest expense on the convertible debt	$	44,599	$	89,510

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Joint Ventures (Detail) (USD $)	3 Months Ended		6 Months Ended		54 Months Ended		1 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Dec. 31, 2011	Jul. 31, 2012 Capital Contribution To Joint Venture [Member]
Schedule of Equity Method Investments [Line Items]
Accumulated stock-based compensation contributed to joint venture					$ 12,400,000
Consolidated ownership perentage of outstanding equity	58.00%		58.00%		58.00%
Capital contribution			107,300,000	124,263,000	548,000,000		111,000,000
Consolidated share of losses	63.20%	63.20%	63.20%	63.20%
Loss From VCE	59,500,000	46,600,000	115,000,000	88,400,000	368,300,000
Revenue recognized from sales to VCE	72,400,000	22,200,000	141,000,000	44,500,000
Receivable from joint venture	$ 25,600,000		$ 25,600,000		$ 25,600,000	$ 27,000,000

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Convertible Debt - Additional Information (Detail) (USD $)	1 Months Ended		3 Months Ended	6 Months Ended		0 Months Ended		6 Months Ended	1 Months Ended	3 Months Ended	0 Months Ended	1 Months Ended			3 Months Ended
	Apr. 30, 2012	Nov. 30, 2011	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2011	Jan. 09, 2012 Convertible Senior Notes 2011	Nov. 13, 2006 Convertible Senior Notes 2011	Jun. 30, 2012 Convertible Senior Notes 2013	Nov. 30, 2006 Convertible Senior Notes 2011 and 2013	Jun. 30, 2012 Convertible Senior Notes 2011 and 2013	Jan. 09, 2012 Purchased Options	Nov. 30, 2006 Purchased Options	Nov. 30, 2006 Sold Warrants	Nov. 13, 2006 Sold Warrants	Mar. 31, 2012 Exercised Warrants	Dec. 31, 2011 Group 1 Purchased Options	Dec. 31, 2011 Group 2 Purchased Options	Jun. 30, 2011 Convertible Senior Notes 2011 Convertible Senior Notes 2013	Dec. 31, 2010 Interest Rate Swap
Issuance date				11/13/2006
Senior Notes							$ 1,725,000,000	$ 1,725,000,000
Proceeds from issuance of senior unsecured obligations									3,450,000,000
Cash payment to noteholders for outstanding principal of converted Notes				1,699,816,000	0	1,699,800,000
Shares issued to noteholders for the excess of the conversion value over the principal amount of converted Notes						29,500,000
Value of the conversion value over the principal amount of converted Notes						661,400,000
Business day period								5 days
Trading-day period								5 days
Product of last reported sale price and the conversion rate								98.00%
Number of trading days								20 days
Trading day period during quarter								30 days
Ratio of stock price to conversion price								130.00%
Conversion period								6 months
Observation period								20 days
Debt Instrument, Convertible, Conversion Ratio, Principal Amount Basis								1,000
Conversion rate for the 2013 Notes will be 62.1978 shares of our common stock per one thousand dollars of principal amount of 2013 Notes								62.1978
Conversion premium								27.50%
Conversion price								$ 16.08
Amount of converted Notes								14,700,000
Convertible debt, carrying amount								1,621,600,000
Convertible debt, fair value			2,702,220,000	2,702,220,000				2,702,200,000
Carrying amount of the equity component								190,500,000
Debt Instrument, unamortized discount								88,700,000
Semi-annual interest rate							1.75%	1.75%
Debt Instrument, frequency of periodic payment								semi-annually
Effective interest rate										5.60%								5.60%
Incremental common shares attributable to call options and warrants												215,000,000	215,000,000
Aggregate amount paid for purchased options				24,399,000	0							669,100,000
Purchased options exercised																107,500,000	107,500,000
Purchased options shares received											29,500,000
Common stock at an exercise price													$ 19.55	$ 19.55
Proceeds from issuance of warrants													391,100,000
Shares issues for exercised warrants															32,300,000
Conversion premium based on the closing price													55.00%
Closing price per share														$ 12.61
Aggregate notional amount of interest rate swap contracts designated as cash flow hedges																			900,000,000
Realized loss on replaced interest rate swap contracts	23,000,000	141,000,000
Accumulated realized losses in other comprehensive income related to previously-anticipated interest payments reclassified from other comprehensive income and recognized in the consolidated income statements			$ 39,500,000

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Inventories (Tables)

6 Months Ended

Jun. 30, 2012

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consist of (table in thousands):

	June 30, 2012		December 31, 2011
Work-in-process	$	509,865	$	492,064
Finished goods	519,618		517,904
	$	1,029,483	$	1,009,968

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Accounts and Notes Receivable and Allowance for Credit Losses (Tables)

6 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Contractual Amounts Due Under Leases

The contractual amounts due under the leases we retained as of June 30, 2012 were as follows (table in thousands):

Year	Contractual Amounts Due Under Leases
Due within one year	$	125,730
Due within two years	105,745
Due within three years	96,399
Thereafter	708
Total	328,582
Less amounts representing interest	(6,009		)
Present value	322,573
Current portion (included in accounts and notes receivable)	123,667
Long-term portion (included in other assets, net)	$	198,906

Allowance for Credit Losses

ing table presents the activity of our allowance for credit losses related to lease receivables for the six months ended June 30, 2012 and 2011 (table in thousands):

	June 30, 2012			June 30, 2011
Balance, beginning of the period	$	24,247		$	44,661
Recoveries	(13,238		)	(21,023		)
Provisions	5,619			8,292
Balance, end of the period	$	16,628		$	31,930

Gross l

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Non-controlling Interest in VMware
Beginning Balance at Dec. 31, 2010	$ 18,633,925	$ 20,692	$ 4,283,830	$ 13,659,284	$ (92,617)	$ 762,736
Beginning Balance (in shares) at Dec. 31, 2010		2,069,246
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Stock issued through stock option and stock purchase plans (in shares)		32,446
Stock issued through stock option and stock purchase plans	422,506	325	422,181
Tax benefit from stock options exercised	288,841		288,841
Restricted stock grants, cancellations and withholdings, net (in shares)		4,826
Restricted stock grants, cancellations and withholdings, net	(70,750)	48	(70,798)
Repurchase of common stock (in shares)		(41,572)
Repurchase of common stock	(1,099,997)	(416)	(1,099,581)
EMC purchase of VMware stock	(99,930)		(89,727)			(10,203)
Stock options issued in business acquisitions	3,224		3,224
Stock-based compensation	426,111		426,111
Impact from equity transactions of VMware, Inc.	(152,558)		(222,787)			70,229
Change in market value of investments	(13,249)				(9,782)	(3,467)
Changes in market value of derivatives	(16,955)				(16,955)
Translation adjustment	25,757				25,757
Reclassification of convertible debt (to)/from mezzanine (Note 4)	59,322		59,322
Net income	1,094,181			1,023,642		70,539
Ending Balance at Jun. 30, 2011	19,500,428	20,649	4,000,616	14,682,926	(93,597)	889,834
Ending Balance (in shares) at Jun. 30, 2011		2,064,946
Beginning Balance at Dec. 31, 2011	20,279,703	20,489	3,405,513	16,120,621	(235,009)	968,089
Beginning Balance (in shares) at Dec. 31, 2011	2,048,890	2,048,890
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Stock issued through stock option and stock purchase plans (in shares)		22,405
Stock issued through stock option and stock purchase plans	299,621	224	299,397
Tax benefit from stock options exercised	183,572		183,572
Restricted stock grants, cancellations and withholdings, net (in shares)		4,979
Restricted stock grants, cancellations and withholdings, net	(66,841)	50	(66,891)
Repurchase of common stock (in shares)		(9,899)
Repurchase of common stock	(259,998)	(99)	(259,899)
EMC purchase of VMware stock	(94,939)		(82,440)			(12,499)
Stock options issued in business acquisitions	1,369		1,369
Stock-based compensation	424,650		424,650
Impact from equity transactions of VMware, Inc.	(105,420)		(172,315)			66,895
Change in market value of investments	43,654				43,289	365
Changes in market value of derivatives	(3,633)				(3,689)	56
Translation adjustment	(7,697)				(7,697)
Convertible debt conversions and warrant settlement (in shares)		32,345
Convertible debt conversions and warrant settlement	(702)	323	(1,025)
Reclassification of convertible debt (to)/from mezzanine (Note 4)	30,636		30,636
Net income	1,315,397			1,236,356		79,041
Ending Balance at Jun. 30, 2012	$ 22,039,372	$ 20,987	$ 3,762,567	$ 17,356,977	$ (203,106)	$ 1,101,947
Ending Balance (in shares) at Jun. 30, 2012	2,098,720	2,098,720

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Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment [Abstract]

Components of Property, Plant and Equipment

Property, plant and equipment consist of (table in thousands):

	June 30, 2012			December 31, 2011
Furniture and fixtures	$	187,004		$	180,800
Equipment and software	4,988,061			4,680,118
Buildings and improvements	1,794,671			1,748,214
Land	117,566			117,513
Building construction in progress	153,880			146,650
	7,241,182			6,873,295
Accumulated depreciation	(4,299,072		)	(4,040,146		)
	$	2,942,110		$	2,833,149

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Business Combinations, Intangibles and Goodwill - Additional Information (Details) (USD $)	6 Months Ended
	Jun. 30, 2012 Entity	Jun. 30, 2011
Business Acquisition [Line Items]
Businesses acquired (in number of entities)	8
Business acquisition, adjustment to fair value of previously held interests, recognized in other income	$ 31,599,000
Business acquisition, aggregate consideration for businesses	629,000,000
Cash consideration for acquisition of businesses	624,522,000	437,102,000
Stock options issued in business acquisitions	4,500,000
Consideration of acquisitions allocated to goodwill	508,200,000
Consideration of acquisitions allocated to intangibles	133,000,000
Consideration of acquisitions allocated to net liabilities	$ 12,200,000
EMC
Business Acquisition [Line Items]
Businesses acquired (in number of entities)	5
Acquisition By VMware
Business Acquisition [Line Items]
Businesses acquired (in number of entities)	3

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Allowance for Credit Losses (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance, beginning of the period	$ 24,247	$ 44,661
Recoveries	(13,238)	(21,023)
Provisions	5,619	8,292
Balance, end of the period	$ 16,628	$ 31,930

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 3,993,018	$ 4,531,036
Short-term investments	1,660,226	1,786,987
Accounts and notes receivable, less allowance for doubtful accounts of $65,720 and $61,804	2,973,743	2,937,499
Inventories	1,029,483	1,009,968
Deferred income taxes	792,019	733,308
Other current assets	486,045	583,885
Total current assets	10,934,534	11,582,683
Long-term investments	5,252,834	4,525,106
Property, plant and equipment, net	2,942,110	2,833,149
Intangible assets, net	1,758,132	1,766,115
Goodwill	12,654,827	12,154,970
Other assets, net	1,416,471	1,406,156
Total assets	34,958,908	34,268,179
Current liabilities:
Accounts payable	880,286	1,101,659
Accrued expenses	2,320,654	2,354,979
Notes converted and payable (See Note 4)	0	1,699,832
Income taxes payable	187,641	155,909
Convertible debt (See Note 4)	1,621,577	1,605,142
Deferred revenue	4,183,311	3,458,689
Total current liabilities	9,193,469	10,376,210
Income taxes payable	236,423	238,851
Deferred revenue	2,874,551	2,715,361
Deferred income taxes	230,495	250,817
Other liabilities	295,909	287,912
Total liabilities	12,830,847	13,869,151
Convertible debt (See Note 4)	88,689	119,325
Commitments and contingencies (See Note 14)
Shareholders' equity:
Preferred stock, par value $0.01; authorized 25,000 shares; none outstanding	0	0
Common stock, par value $0.01; authorized 6,000,000 shares; issued and outstanding 2,098,720 and 2,048,890 shares	20,987	20,489
Additional paid-in capital	3,762,567	3,405,513
Retained earnings	17,356,977	16,120,621
Accumulated other comprehensive loss, net	(203,106)	(235,009)
Total EMC Corporation's shareholders' equity	20,937,425	19,311,614
Non-controlling interest in VMware, Inc.	1,101,947	968,089
Total shareholders' equity	22,039,372	20,279,703
Total liabilities and shareholders' equity	$ 34,958,908	$ 34,268,179

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Composition of Investments (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	$ (13,574)
US Government Agencies Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	(1,231)
US Corporate Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	(642)
High Yield Corporate Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	(2,844)
Asset-backed Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	(11)
Municipal Obligations
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	(852)
Auction Rate Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	(6,810)
Foreign Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	(551)
Publicly Traded Equity Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Unrealized Losses	(633)
Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	6,771,591	6,228,479
Available For Sale Securities Unrealized Gains	50,655	42,149
Available For Sale Securities Unrealized Losses	(12,941)	(23,536)
Available For Sale Securities Fair Value	6,809,305	6,247,092
Debt Securities | US Government Agencies Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	2,301,054	2,474,029
Available For Sale Securities Unrealized Gains	9,614	12,420
Available For Sale Securities Unrealized Losses	(1,231)	(1,488)
Available For Sale Securities Fair Value	2,309,437	2,484,961
Debt Securities | US Corporate Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	1,498,162	1,400,373
Available For Sale Securities Unrealized Gains	9,087	9,953
Available For Sale Securities Unrealized Losses	(642)	(2,573)
Available For Sale Securities Fair Value	1,506,607	1,407,753
Debt Securities | High Yield Corporate Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	442,573	442,723
Available For Sale Securities Unrealized Gains	22,658	12,498
Available For Sale Securities Unrealized Losses	(2,844)	(7,742)
Available For Sale Securities Fair Value	462,387	447,479
Debt Securities | Asset-backed Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	39,898	29,101
Available For Sale Securities Unrealized Gains	85	72
Available For Sale Securities Unrealized Losses	(11)	(25)
Available For Sale Securities Fair Value	39,972	29,148
Debt Securities | Municipal Obligations
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	1,217,070	814,657
Available For Sale Securities Unrealized Gains	2,860	2,021
Available For Sale Securities Unrealized Losses	(852)	(597)
Available For Sale Securities Fair Value	1,219,078	816,081
Debt Securities | Auction Rate Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	80,706	82,900
Available For Sale Securities Unrealized Losses	(6,810)	(8,304)
Available For Sale Securities Fair Value	73,896	74,596
Debt Securities | Foreign Debt Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	1,192,128	984,696
Available For Sale Securities Unrealized Gains	6,351	5,185
Available For Sale Securities Unrealized Losses	(551)	(2,807)
Available For Sale Securities Fair Value	1,197,928	987,074
Debt and Equity Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	6,818,024	6,286,678
Available For Sale Securities Unrealized Gains	108,610	48,951
Available For Sale Securities Unrealized Losses	(13,574)	(23,536)
Available For Sale Securities Fair Value	6,913,060	6,312,093
Debt and Equity Securities | Publicly Traded Equity Securities
Schedule of Available-for-sale Securities [Line Items]
Available For Sale Securities Amortized Cost	46,433	58,199
Available For Sale Securities Unrealized Gains	57,955	6,802
Available For Sale Securities Unrealized Losses	(633)
Available For Sale Securities Fair Value	$ 103,755	$ 65,001

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Changes in unrealized gains (losses) - taxes (benefits)	$ 10,569	$ (20,545)	$ 23,614	$ (11,586)
Reclassification adjustment for net losses (gains) realized in net income - taxes	703	1,052	2,353	2,309
Changes in market value of derivatives - benefits	(20,974)	(12,325)	(15,046)	(8,933)
Reclassification adjustment for net losses realized in net income - benefits	$ (14,273)	$ (416)	$ (14,278)	$ (1,525)

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		27 Months Ended	39 Months Ended	45 Months Ended	51 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2009	Dec. 31, 2010	Jun. 30, 2011	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Effective income tax rates	23.70%	22.60%	23.50%	21.20%
Impact of the expiration of the U.S. federal research and development tax credit		1.80%		1.80%
Prior period reclassification adjustment to decrease deferred tax liability and increase additional paid-in capital					$ 499.6	$ 467.1	$ 407.2	$ 352.6

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Restructuring and Acquisition-Related Charges (Tables)

6 Months Ended

Jun. 30, 2012

Restructuring and Related Activities [Abstract]

Activity for the Restructuring Programs

The activity for the restructuring programs is presented below (tables in thousands):

Three Months Ended June 30, 2012

2012 Programs
Category	Balance as of March 31, 2012		2012 Charges		Utilization			Balance as of June 30, 2012
Workforce reductions	$	20,642	$	22,388	$	(9,122	)	$	33,908
Consolidation of excess facilities	608		4,245		(1,927		)	2,926
Total	$	21,250	$	26,633	$	(11,049	)	$	36,834

Other Programs
Category	Balance as of March 31, 2012		Adjustments to the Provision			Utilization			Balance as of June 30, 2012
Workforce reductions	$	31,312	$	(3,363	)	$	(7,798	)	$	20,151
Consolidation of excess facilities and other contractual obligations	28,181		374			(2,931		)	25,624
Total	$	59,493	$	(2,989	)	$	(10,729	)	$	45,775

Six Months Ended June 30, 2012

2012 Programs
Category	Balance as of December 31, 2011		2012 Charges		Utilization			Balance as of June 30, 2012
Workforce reductions	$	—	$	45,736	$	(11,828	)	$	33,908
Consolidation of excess facilities	—		5,563		(2,637		)	2,926
Total	$	—	$	51,299	$	(14,465	)	$	36,834

Other Programs
Category	Balance as of December 31, 2011		Adjustments to the Provision			Utilization			Balance as of June 30, 2012
Workforce reductions	$	49,863	$	(6,239	)	$	(23,473	)	$	20,151
Consolidation of excess facilities and other contractual obligations	30,112		2,763			(7,251		)	25,624
Total	$	79,975	$	(3,476	)	$	(30,724	)	$	45,775

Three Months Ended June 30, 2011

Category	Balance as of March 31, 2011		2011 Charges		Utilization			Balance as of June 30, 2011
Workforce reductions	$	36,288	$	14,135	$	(13,861	)	$	36,562
Consolidation of excess facilities and other contractual obligations	35,916		3,763		(4,293		)	35,386
Total	$	72,204	$	17,898	$	(18,154	)	$	71,948

Six Months Ended June 30, 2011

Category	Balance as of December 31, 2010		2011 Charges		Utilization			Balance as of June 30, 2011
Workforce reductions	$	53,946	$	18,775	$	(36,159	)	$	36,562
Consolidation of excess facilities and other contractual obligations	27,818		22,422		(14,854		)	35,386
Total	$	81,764	$	41,197	$	(51,013	)	$	71,948

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Commitments and Contingencies - Additional Information (Detail) (USD $)	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2012
Commitments and Contingencies Disclosure [Abstract]
Available for use credit line		$ 50,000,000
Borrowings outstanding on line of credit		0
Customer remediation period expense	$ 66,300,000

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Line of Credit

We have available for use a credit line of $50.0 million in the United States. As of June 30, 2012, 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 June 30, 2012, we were in compliance with the covenants.

RSA Special Charge

In March 2011, RSA was the target of a sophisticated cyber attack which resulted in information related to RSA’s SecurID products being compromised. In the first quarter of 2011, we incurred and accrued costs associated with investigating the attack, hardening our systems and working with our customers to implement remediation programs. In the second quarter of 2011, we recorded a $66.3 million charge in cost of sales related to the expansion of the customer remediation programs. We expanded our customer remediation programs in June 2011 to respond to heightened customer concerns resulting from press coverage relating to an unsuccessful cyber attack on one of our defense sector customers, as well as broad media coverage of cyber attacks on other high profile organizations. As of June 30, 2012, we have substantially completed the remediation efforts and concluded that no additional material losses related to the remediation efforts are reasonably possible. Accordingly, we released the excess reserve against cost of sales during the three months ended June 30, 2012.

Litigation

We are involved in a variety of claims, demands, suits, investigations and proceedings that arise from time to time relating to matters incidental to the ordinary course of our business, including actions with respect to contracts, intellectual property, product liability, employment, benefits and securities matters. As required by authoritative guidance, we have estimated the amount of probable losses that may result from all currently pending matters, and such amounts are reflected in our consolidated financial statements. These recorded amounts are not material to our consolidated financial position or results of operations and no additional material losses related to these pending matters are reasonably possible. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business, results of operations or financial condition. Because litigation is inherently unpredictable, however, the actual amounts of loss may prove to be larger or smaller than the amounts reflected in our consolidated financial statements, and we could incur judgments or enter into settlements of claims that could adversely affect our operating results or cash flows in a particular period.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Segment Information

Our segment information for the three and six months ended June 30, 2012 and 2011 is as follows (tables in thousands, except percentages):

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
June 30, 2012
Revenues:
Product revenues	$	2,512,914		$	45,497		$	103,458		$	2,661,869		$	516,868		$	—		$	3,178,737
Services revenues	1,304,311			107,276			117,312			1,528,899			603,757			—			2,132,656
Total consolidated revenues	3,817,225			152,773			220,770			4,190,768			1,120,625			—			5,311,393
Cost of sales	1,638,149			50,436			41,619			1,730,204			136,554			97,242			1,964,000
Gross profit	$	2,179,076		$	102,337		$	179,151		2,460,564			984,071			(97,242		)	3,347,393
Gross profit percentage	57.1		%	67.0		%	81.1		%	58.7		%	87.8		%	—			63.0		%
Research and development										371,899			198,729			85,313			655,941
Selling, general and administrative										1,128,312			433,649			154,689			1,716,650
Restructuring and acquisition-related charges										—			—			27,603			27,603
Total costs and expenses										1,500,211			632,378			267,605			2,400,194
Operating income										960,353			351,693			(364,847		)	947,199
Other income (expense), net										(28,911		)	4,538			(19,152		)	(43,525		)
Income before provision for income taxes										931,442			356,231			(383,999		)	903,674
Income tax provision										275,033			48,810			(109,587		)	214,256
Net income										656,409			307,421			(274,412		)	689,418
Net income attributable to the non-controlling interest in VMware, Inc.										—			(63,199		)	23,295			(39,904		)
Net income attributable to EMC Corporation										$	656,409		$	244,222		$	(251,117	)	$	649,514

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
June 30, 2011
Revenues:
Product revenues	$	2,432,702		$	44,226		$	102,273		$	2,579,201		$	464,783		$	—		$	3,043,984
Services revenues	1,135,792			115,646			93,861			1,345,299			456,055			—			1,801,354
Total consolidated revenues	3,568,494			159,872			196,134			3,924,500			920,838			—			4,845,338
Cost of sales	1,575,551			59,220			128,234			1,763,005			132,465			69,581			1,965,051
Gross profit	$	1,992,943		$	100,652		$	67,900		2,161,495			788,373			(69,581		)	2,880,287
Gross profit percentage	55.8		%	63.0		%	34.6		%	55.1		%	85.6		%	—			59.4		%
Research and development										318,068			140,338			80,485			538,891
Selling, general and administrative										1,075,046			354,839			145,804			1,575,689
Restructuring and acquisition-related charges										—			—			21,216			21,216
Total costs and expenses										1,393,114			495,177			247,505			2,135,796
Operating income										768,381			293,196			(317,086		)	744,491
Other income (expense), net										(8,953		)	2,745			26,075			19,867
Income before provision for income taxes										759,428			295,941			(291,011		)	764,358
Income tax provision										210,303			31,509			(69,081		)	172,731
Net income										549,125			264,432			(221,930		)	591,627
Net income attributable to the non-controlling interest in VMware, Inc.										—			(55,311		)	10,178			(45,133		)
Net income attributable to EMC Corporation										$	549,125		$	209,121		$	(211,752	)	$	546,494

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Six Months Ended:
June 30, 2012
Revenues:
Product revenues	$	4,967,649		$	81,559		$	199,947		$	5,249,155		$	998,439		$	—		$	6,247,594
Services revenues	2,538,483			216,767			227,340			2,982,590			1,175,587			—			4,158,177
Total consolidated revenues	7,506,132			298,326			427,287			8,231,745			2,174,026			—			10,405,771
Cost of sales	3,267,187			106,368			114,774			3,488,329			264,739			192,093			3,945,161
Gross profit	$	4,238,945		$	191,958		$	312,513		4,743,416			1,909,287			(192,093		)	6,460,610
Gross profit percentage	56.5		%	64.3		%	73.1		%	57.6		%	87.8		%	—			62.1		%
Research and development										710,115			377,394			156,249			1,243,758
Selling, general and administrative										2,222,324			838,242			306,281			3,366,847
Restructuring and acquisition-related charges										—			—			53,496			53,496
Total costs and expenses										2,932,439			1,215,636			516,026			4,664,101
Operating income										1,810,977			693,651			(708,119		)	1,796,509
Other income (expense), net										(57,413		)	11,839			(30,372		)	(75,946		)
Income before provision for income taxes										1,753,564			705,490			(738,491		)	1,720,563
Income tax provision										495,486			111,779			(202,099		)	405,166
Net income										1,258,078			593,711			(536,392		)	1,315,397
Net income attributable to the non-controlling interest in VMware, Inc.										—			(121,787		)	42,746			(79,041		)
Net income attributable to EMC Corporation										$	1,258,078		$	471,924		$	(493,646	)	$	1,236,356

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Six Months Ended:
June 30, 2011
Revenues:
Product revenues	$	4,816,713		$	85,358		$	189,453		$	5,091,524		$	883,719		$	—		$	5,975,243
Services revenues	2,191,258			225,689			180,935			2,597,882			879,831			—			3,477,713
Total consolidated revenues	7,007,971			311,047			370,388			7,689,406			1,763,550			—			9,452,956
Cost of sales	3,149,802			116,925			208,153			3,474,880			259,755			138,983			3,873,618
Gross profit	$	3,858,169		$	194,122		$	162,235		4,214,526			1,503,795			(138,983		)	5,579,338
Gross profit percentage	55.1		%	62.4		%	43.8		%	54.8		%	85.3		%	—			59.0		%
Research and development										616,201			263,999			160,799			1,040,999
Selling, general and administrative										2,080,310			689,428			301,882			3,071,620
Restructuring and acquisition-related charges										—			—			48,109			48,109
Total costs and expenses										2,696,511			953,427			510,790			4,160,728
Operating income										1,518,015			550,368			(649,773		)	1,418,610
Other income (expense), net										(32,946		)	4,269			(1,382		)	(30,059		)
Income before provision for income taxes										1,485,069			554,637			(651,155		)	1,388,551
Income tax provision										382,517			80,762			(168,909		)	294,370
Net income										1,102,552			473,875			(482,246		)	1,094,181
Net income attributable to the non-controlling interest in VMware, Inc.										—			(96,990		)	26,451			(70,539		)
Net income attributable to EMC Corporation										$	1,102,552		$	376,885		$	(455,795	)	$	1,023,642

Revenues By Geographic Area

Our revenues are attributed to the geographic areas according to the location of the customers. Revenues by geographic area are included in the following table (table in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
United States	$	2,856,914	$	2,507,142	$	5,490,308	$	4,878,174
Europe, Middle East and Africa	1,400,339		1,407,571		2,864,631		2,794,354
Asia Pacific and Japan	747,561		654,301		1,459,254		1,249,365
Latin America, Mexico and Canada	306,579		276,324		591,578		531,063
Total	$	5,311,393	$	4,845,338	$	10,405,771	$	9,452,956

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

In July 2012, VMware entered into a definitive agreement to acquire Nicira, Inc. (“Nicira”), a developer of software-defined networking solutions, for approximately $1,050.0 million in cash plus approximately $210.0 million of assumed unvested equity awards. The acquisition is subject to regulatory approvals and other customary closing conditions. The parties expect the acquisition to close during the second half of 2012. The acquisition has been approved by the boards of directors of both VMware and Nicira and the stockholders of Nicira.

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Revenues By Geographic Area (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Segment Reporting Information [Line Items]
Total consolidated revenues	$ 5,311,393	$ 4,845,338	$ 10,405,771	$ 9,452,956
United States
Segment Reporting Information [Line Items]
Total consolidated revenues	2,856,914	2,507,142	5,490,308	4,878,174
Europe, Middle East and Africa
Segment Reporting Information [Line Items]
Total consolidated revenues	1,400,339	1,407,571	2,864,631	2,794,354
Asia Pacific And Japan
Segment Reporting Information [Line Items]
Total consolidated revenues	747,561	654,301	1,459,254	1,249,365
Latin America, Mexico And Canada
Segment Reporting Information [Line Items]
Total consolidated revenues	$ 306,579	$ 276,324	$ 591,578	$ 531,063

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities:
Cash received from customers	$ 11,286,247	$ 10,176,306
Cash paid to suppliers and employees	(8,050,908)	(7,621,684)
Dividends and interest received	14,404	40,181
Interest paid	(16,638)	(40,811)
Income taxes paid	(307,891)	(355,785)
Net cash provided by operating activities	2,925,214	2,198,207
Cash flows from investing activities:
Additions to property, plant and equipment	(332,302)	(406,158)
Capitalized software development costs	(206,562)	(231,561)
Purchases of short- and long-term available-for-sale securities	(3,590,308)	(3,249,888)
Sales of short- and long-term available-for-sale securities	2,455,681	2,413,493
Maturities of short- and long-term available-for-sale securities	582,640	563,996
Business acquisitions, net of cash acquired	(624,522)	(437,102)
Decrease (increase) in strategic and other related investments	38,390	(188,039)
Joint venture funding	(107,300)	(124,263)
Purchase of leasehold interest	0	(173,126)
Net cash used in investing activities	(1,784,283)	(1,832,648)
Cash flows from financing activities:
Issuance of EMC's common stock from the exercise of stock options	299,621	422,506
Issuance of VMware's common stock from the exercise of stock options	144,595	200,714
EMC purchase of VMware's common stock	(94,939)	(99,930)
Excess tax benefits from stock-based compensation	154,907	252,124
Payment of long-term and short-term obligations	(14,584)	(549)
Proceeds from long-term and short-term obligations	3,663	1,071
Payment of convertible debt	(1,699,816)	0
Interest rate contract settlement	(24,399)	0
Net cash used in financing activities	(1,669,145)	(604,450)
Effect of exchange rate changes on cash and cash equivalents	(9,804)	16,122
Net decrease in cash and cash equivalents	(538,018)	(222,769)
Cash and cash equivalents at beginning of period	4,531,036	4,119,138
Cash and cash equivalents at end of period	3,993,018	3,896,369
Reconciliation of net income to net cash provided by operating activities:
Net income	1,315,397	1,094,181
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	742,901	689,075
Non-cash interest expense on convertible debt	20,115	51,799
Non-cash restructuring and other special charges	7,220	(524)
Stock-based compensation expense	423,428	414,667
Provision for doubtful accounts	24,288	3,733
Deferred income taxes, net	(116,581)	(24,852)
Excess tax benefits from stock-based compensation	(154,907)	(252,124)
Other, net	(37,624)	(38,308)
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable	(23,845)	(21,617)
Inventories	(172,363)	(258,959)
Other assets	27,954	(114,971)
Accounts payable	(69,650)	(79,995)
Accrued expenses	(157,805)	13,718
Income taxes payable	213,856	(36,563)
Deferred revenue	880,033	741,234
Other liabilities	2,797	17,713
Net cash provided by operating activities	2,925,214	2,198,207
Parent
Cash flows from financing activities:
Repurchase of common stock	(259,998)	(1,099,997)
VMware
Cash flows from financing activities:
Repurchase of common stock	$ (178,195)	$ (280,389)

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Accounts and notes receivable, allowance for doubtful accounts	$ 65,720	$ 61,804
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	25,000,000	25,000,000
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	6,000,000,000	6,000,000,000
Common stock, issued (in shares)	2,098,720,000	2,048,890,000
Common stock, outstanding (in shares)	2,098,720,000	2,048,890,000

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Joint Ventures

6 Months Ended

Jun. 30, 2012

Equity Method Investments and Joint Ventures [Abstract]

Joint Ventures

Joint Ventures

VCE Company LLC

In 2009, Cisco and EMC formed VCE Company LLC (“VCE”). VMware and Intel are also investors in VCE. VCE, through Vblock infrastructure platforms, delivers an integrated IT offering that combines network, computing, storage, management, security and virtualization technologies for converged infrastructures and cloud based computing models. As of June 30, 2012, we have contributed $548.0 million in funding and $12.4 million in stock-based compensation to VCE since inception and own approximately 58% of VCE’s outstanding equity. In July 2012, we funded VCE an additional $111.0 million.

We consider VCE a variable interest entity. Authoritative guidance related to variable interest entities states that the primary beneficiary of a variable interest entity must have both of the following characteristics: (a) the power to direct the activities of a variable interest entity that most significantly will impact the entity’s economic performance; and (b) the obligation to absorb losses that could be potentially significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Since the power to direct the activities of VCE which most significantly impact its economic performance are determined by its board of directors, which is comprised of equal representation of EMC and Cisco, and all significant decisions require the approval of the minority shareholders, we have determined we are not the primary beneficiary, and as such we account for the investment under the equity method.

Our portion of VCE’s gains and losses is recognized in other income (expense), net, in the consolidated income statements. Our consolidated share of VCE’s losses, based upon our portion of the overall funding, was approximately 63.2% for the three and six months ended June 30, 2012 and 2011. As of June 30, 2012, we have recorded net accumulated losses from VCE of $368.3 million since inception, of which $59.5 million and $115.0 million were recorded in the three and six months ended June 30, 2012, respectively, and $46.6 million and $88.4 million were recorded in the three and six months ended June 30, 2011, respectively.

We recognized $72.4 million and $22.2 million in revenue from sales of product and services to VCE during the three months ended June 30, 2012 and 2011, respectively, and $141.0 million and $44.5 million for the six months ended June 30, 2012 and 2011, respectively. We perform certain administrative services, pursuant to an administrative services agreement, on behalf of VCE and we pay certain operating expenses on behalf of VCE. Accordingly, we have a receivable from VCE related to the administrative services agreement of $25.6 million and $27.0 million as of June 30, 2012 and December 31, 2011, respectively, which is included in other current assets in the consolidated balance sheets.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	EMC
Entity Registrant Name	EMC CORP
Entity Central Index Key	0000790070
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	2,098,719,769

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Accrued Expenses

6 Months Ended

Jun. 30, 2012

Payables and Accruals [Abstract]

Accrued Expenses

Accrued Expenses

Accrued expenses consist of (table in thousands):

	June 30, 2012		December 31, 2011
Salaries and benefits	$	886,315	$	961,587
Product warranties	262,059		254,554
Partner rebates	158,182		167,813
Restructuring, current (See Note 13)	68,561		61,541
Derivatives	76,337		50,963
Other	869,200		858,521
	$	2,320,654	$	2,354,979

Product Warranties

Systems sales include a standard product warranty. At the time of the sale, we accrue for systems’ warranty costs. The initial systems’ warranty accrual is based upon our historical experience, expected future costs and specific identification of systems’ requirements. Upon sale or expiration of the initial warranty, we may sell additional maintenance contracts to our customers. Revenue from these additional maintenance contracts is included in deferred revenue and recognized ratably over the service period. The following represents the activity in our warranty accrual for the three and six months ended June 30, 2012 and 2011 (table in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Balance, beginning of the period	$	263,181		$	243,634		$	254,554		$	236,131
Provision	39,802			42,415			88,055			88,240
Amounts charged to the accrual	(40,924		)	(37,654		)	(80,550		)	(75,976		)
Balance, end of the period	$	262,059		$	248,395		$	262,059		$	248,395

The provision includes amounts accrued for systems at the time of shipment, adjustments for changes in estimated costs for warranties on systems shipped in the period and changes in estimated costs for warranties on systems shipped in prior periods. It is not practicable to determine the amounts applicable to each of the components.

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CONSOLIDATED INCOME STATEMENTS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Product sales	$ 3,178,737	$ 3,043,984	$ 6,247,594	$ 5,975,243
Services	2,132,656	1,801,354	4,158,177	3,477,713
Total consolidated revenues	5,311,393	4,845,338	10,405,771	9,452,956
Costs and expenses:
Cost of product sales	1,254,328	1,327,217	2,555,878	2,647,705
Cost of services	709,672	637,834	1,389,283	1,225,913
Research and development	655,941	538,891	1,243,758	1,040,999
Selling, general and administrative	1,716,650	1,575,689	3,366,847	3,071,620
Restructuring and acquisition-related charges	27,603	21,216	53,496	48,109
Operating income	947,199	744,491	1,796,509	1,418,610
Non-operating income (expense):
Investment income	25,978	35,986	55,430	74,213
Interest expense	(18,544)	(46,476)	(36,727)	(91,455)
Other income (expense), net	(50,959)	30,357	(94,649)	(12,817)
Total non-operating income (expense)	(43,525)	19,867	(75,946)	(30,059)
Income before provision for income taxes	903,674	764,358	1,720,563	1,388,551
Income tax provision	214,256	172,731	405,166	294,370
Net income	689,418	591,627	1,315,397	1,094,181
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39,904)	(45,133)	(79,041)	(70,539)
Net income attributable to EMC Corporation	$ 649,514	$ 546,494	$ 1,236,356	$ 1,023,642
Net income per weighted average share, basic attributable to EMC Corporation common shareholders	$ 0.31	$ 0.27	$ 0.59	$ 0.50
Net income per weighted average share, diluted attributable to EMC Corporation common shareholders	$ 0.29	$ 0.24	$ 0.56	$ 0.45
Weighted average shares, basic	2,096,378	2,060,748	2,082,103	2,063,427
Weighted average shares, diluted	2,207,675	2,266,465	2,204,910	2,262,308

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Convertible Debt

6 Months Ended

Jun. 30, 2012

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Convertible Debt

In November 2006, we issued our $1,725 million1.75% convertible senior notes due 2011 (the “2011 Notes”) and our $1,725 million1.75% convertible senior notes due 2013 (the “2013 Notes”) for total gross proceeds of $3.45 billion. The 2011 Notes and 2013 Notes are senior unsecured obligations and rank equally with all other existing and future senior unsecured debt.

The 2011 Notes matured and a majority of the noteholders exercised their right to convert the outstanding 2011 Notes at the end of 2011. Pursuant to the settlement terms, the majority of the converted 2011 Notes were not settled until January 9, 2012. At that time, we paid the noteholders $1,699.8 million in cash for the outstanding principal and 29.5 million shares for the $661.4 million in excess of the conversion value over the principal amount, as prescribed by the terms of the 2011 Notes.

The holders of the 2013 Notes may convert their 2013 Notes at their option on any day prior to the close of business on the scheduled trading day immediately preceding September 1, 2013 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 2013 Note 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 2013 Notes. Additionally, the 2013 Notes will become convertible during the last six months prior to their maturity.

Upon conversion, we will pay cash up to the principal amount of the debt converted. With respect to any conversion value in excess of the principal amount of the 2013 Notes converted, we have the option to settle the excess with cash, shares of our common stock, or a combination of cash and shares of our common stock based on a daily conversion value, determined in accordance with the indenture, calculated on a proportionate basis for each day of the relevant 20-day observation period. The initial conversion rate for the 2013 Notes will be 62.1978 shares of our common stock per one thousand dollars of principal amount of 2013 Notes, which represents a 27.5% conversion premium from the date the 2013 Notes were issued and is equivalent to a conversion price of approximately $16.08 per share of our common stock. The conversion price is subject to adjustment in some events as set forth in the indenture. In addition, if a “fundamental change” (as defined in the indenture) occurs prior to the maturity date, we will in some cases increase the conversion rate for a holder of 2013 Notes that elects to convert its 2013 Notes in connection with such fundamental change.

At June 30, 2012, the contingent conversion thresholds on the 2013 Notes were exceeded. As a result, the 2013 Notes became convertible at the option of the holder through September 30, 2012. Accordingly, since the terms of the 2013 Notes require the principal to be settled in cash, we reclassified from shareholders’ equity the portion of the 2013 Notes attributable to the conversion feature which had not yet been accreted to its face value, and the 2013 Notes were classified as a current liability. Contingencies continue to exist regarding the holders’ ability to convert the 2013 Notes in future quarters. The determination of whether the 2013 Notes are convertible will be performed on a quarterly basis. Consequently, the 2013 Notes might not be convertible in future quarters and therefore the 2013 Notes may be reclassified as long-term debt if the contingent conversion thresholds are not met. Approximately $14.7 million of the 2013 Notes have been converted as of June 30, 2012.

The carrying amount of the 2013 Notes reported in the consolidated balance sheets as of June 30, 2012 was $1,621.6 million and the fair value was $2,702.2 million. The carrying amount of the equity component of the 2013 Notes was $190.5 million at June 30, 2012. As of June 30, 2012, the unamortized discount on the 2013 Notes consists of $88.7 million, which will be fully amortized by December 1, 2013.

The 2013 Notes pay interest in cash at a rate of 1.75%semi-annually in arrears on December 1 and June 1 of each year. The effective interest rate on the 2011 Notes and 2013 Notes was 5.6% for both the three months ended June 30, 2012 and 2011.

The following tables represent the key components of our interest expense on convertible debt (table in thousands):

	For the Three Months Ended
	June 30, 2012		June 30, 2011
Contractual interest expense on the coupon	$	7,422	$	15,094
Amortization of the discount component recognized as interest expense	14,954		29,959
Total interest expense on the convertible debt	$	22,376	$	45,053

	For the Six Months Ended
	June 30, 2012		June 30, 2011
Contractual interest expense on the coupon	$	14,945	$	30,188
Amortization of the discount component recognized as interest expense	29,654		59,322
Total interest expense on the convertible debt	$	44,599	$	89,510

In connection with the issuance of the 2011 Notes and 2013 Notes, we entered into separate convertible note hedge transactions with respect to our common stock (the “Purchased Options”). The Purchased Options allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would pay to the holders of the 2011 Notes and 2013 Notes upon conversion. The Purchased Options will cover, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock. We paid an aggregate amount of $669.1 million of the proceeds from the sale of the 2011 Notes and 2013 Notes for the Purchased Options that was recorded as additional paid-in-capital in shareholders’ equity. In the fourth quarter of 2011, we exercised 107.5 million of the Purchased Options in conjunction with the planned settlements of the 2011 Notes, and we received 29.5 million shares of net settlement on January 9, 2012, representing the excess conversion value of the options. The remaining 107.5 million of the Purchased Options expire on December 1, 2013.

We also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. We received aggregate proceeds of $391.1 million from the sale of the associated warrants. Upon exercise, the value of the warrants is required to be settled in shares. Half of the associated warrants were exercised between February 15, 2012 and March 14, 2012 and the remaining half of the associated warrants have expiration dates between February 18, 2014 and March 18, 2014. During the first quarter of 2012, the exercised warrants were settled with 32.3 million shares of our common stock.

The Purchased Options and associated warrants will generally have the effect of increasing the conversion price of the 2013 Notes to approximately $19.55 per share of our common stock, representing an approximate 55% conversion premium based on the closing price of $12.61 per share of our common stock on November 13, 2006, which was the issuance date of the 2013 Notes.

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 semi-annual interest payments of the forecasted issuance of debt in 2011 when our 2011 Notes were scheduled to become due. As such, the unrealized loss on these hedges was recognized in other comprehensive loss. In November 2011, we settled these swaps and replaced them with new interest rate swap contracts for the forecasted issuance of debt in 2012. In April 2012, we settled these swaps and replaced them with new interest rate swap contracts for the forecasted issuance of debt in 2012. Each of these new swaps was deemed as an effective hedge as the notional amounts and other terms matched the underlying hedged item. Realized losses on the replaced interest rate swap contracts at the time of settlements of $141.0 million and $23.0 million in November 2011 and April 2012, respectively, were deferred as they were expected to be realized over the life of the new debt issued under the related interest rate swap contracts and recognized as a component of interest expense in the consolidated income statements.

In June 2012, management changed its forecast date for the issuance of debt from 2012 to the first quarter of 2014. Consequently, hedge accounting effectively ceased as the terms of the swaps no longer matched the terms of the underlying hedged item resulting in changes in the fair value of the swaps being recorded in the consolidated income statement. The swaps were subsequently re-designated as cash flow hedges and achieved hedge accounting. The change in the forecasted timeframe for the issuance of debt resulted in certain previously-anticipated hedge interest payments no longer being expected to occur within the window covered by the hedge designation. As a result, $39.5 million of accumulated realized losses in other comprehensive income related to these previously-anticipated interest payments was reclassified from other comprehensive income and recognized in the consolidated income statements for the three and six months ended June 30, 2012.

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Business Combinations, Intangibles and Goodwill

6 Months Ended

Jun. 30, 2012

Business Combination, Goodwill and Intangible Assets Disclosure [Abstract]

Business Combinations, Intangibles and Goodwill

Business Combinations, Intangibles and Goodwill

During the six months ended June 30, 2012, we acquired five companies. We acquired all of the outstanding capital stock of Likewise Software, a provider of technology for managing cross-platform access to data files and software for managing unstructured data; Pivotal Labs, a provider of services and technology to build Big Data applications; XtremIO, a provider of Flash enterprise storage systems; and Watch4Net, a provider of enterprise and carrier-class performance management software. These acquisitions complement and expand our Information Storage segment. We also acquired all of the outstanding capital stock of Syncplicity, a provider of cloud-based synch and share file management which complements and expands our Information Intelligence Group segment. In connection with our acquisitions, we had adjustments to the fair value of previously held interests in XtremIO of $31.6 million which were recognized in other income. Additionally, during the six months ended June 30, 2012, VMware acquired three companies. The aggregate consideration for these eight acquisitions was $629.0 million which consisted of $624.5 million of cash consideration, net of cash acquired and $4.5 million for the fair value of our stock options granted in exchange for the acquirees’ stock options.

The consideration paid was allocated to the fair value of the assets acquired and liabilities assumed based on estimated fair values as of the respective acquisition dates. The aggregate allocation to goodwill, intangibles and net liabilities was approximately $508.2 million, $133.0 million and $12.2 million, respectively. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. The results of these acquisitions have been included in the consolidated financial statements from the date of purchase. Pro forma results of operations have not been presented as the results of the acquired companies were not material, individually or in the aggregate, to our consolidated results of operations for the three or six months ended June 30, 2012 or 2011.

Intangible Assets

Intangible assets, excluding goodwill, as of June 30, 2012 and December 31, 2011 consist of (tables in thousands):

	June 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Purchased technology	$	1,789,523	$	(1,104,879	)	$	684,644
Patents	225,146		(79,516		)	145,630
Software licenses	93,145		(86,279		)	6,866
Trademarks and tradenames	174,791		(102,920		)	71,871
Customer relationships and customer lists	1,352,865		(665,439		)	687,426
In-process research and development	19,000		—			19,000
Leasehold interest	146,757		(4,688		)	142,069
Other	25,822		(25,196		)	626
Total intangible assets, excluding goodwill	$	3,827,049	$	(2,068,917	)	$	1,758,132

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Purchased technology	$	1,620,977	$	(1,020,356	)	$	600,621
Patents	225,146		(72,078		)	153,068
Software licenses	90,093		(83,999		)	6,094
Trademarks and tradenames	172,851		(93,636		)	79,215
Customer relationships and customer lists	1,329,775		(597,117		)	732,658
In-process research and development	43,900		—			43,900
Leasehold interest	146,757		(2,524		)	144,233
Other	30,149		(23,823		)	6,326
Total intangible assets, excluding goodwill	$	3,659,648	$	(1,893,533	)	$	1,766,115

Goodwill

Changes in the carrying amount of goodwill, net, on a consolidated basis and by segment, for the six months ended June 30, 2012 and the year ended December 31, 2011 consist of (tables in thousands):

	Six Months Ended June 30, 2012
	Information Storage			Information Intelligence Group		RSA Information Security			VMware Virtual Infrastructure			Total
Balance, beginning of the period	$	7,033,965		$	1,469,216	$	1,849,116		$	1,802,673		$	12,154,970
Goodwill resulting from acquisitions	422,941			14,462		—			70,798			508,201
Finalization of purchase price allocations	(406		)	—		(5,128		)	(2,810		)	(8,344		)
Balance, end of the period	$	7,456,500		$	1,483,678	$	1,843,988		$	1,870,661		$	12,654,827

	Year Ended December 31, 2011
	Information Storage			Information Intelligence Group			RSA Information Security			VMware Virtual Infrastructure		Total
Balance, beginning of the year	$	7,029,341		$	1,467,903		$	1,663,213		$	1,612,193	$	11,772,650
Goodwill resulting from acquisitions	—			—			187,445			188,395		375,840
Tax deduction from exercise of stock options	(73		)	(852		)	(95		)	—		(1,020		)
Finalization of purchase price allocations	4,697			2,165			(1,447		)	2,085		7,500
Balance, end of the year	$	7,033,965		$	1,469,216		$	1,849,116		$	1,802,673	$	12,154,970

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Segment Information

6 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Segment Information

Segment Information

We manage our business in two broad categories: EMC Information Infrastructure and VMware Virtual Infrastructure. EMC Information Infrastructure operates in three segments: Information Storage, Information Intelligence Group and RSA Information Security, while VMware Virtual Infrastructure operates in a single segment. Our management measures are designed to assess performance of these operating segments excluding certain items. As a result, the corporate reconciling items are used to capture the items excluded from the segment operating performance measures, including stock-based compensation expense, acquisition-related intangible asset amortization expense and transition costs. Additionally, in certain instances, infrequently occurring gains or losses are also excluded from the measures used by management in assessing segment performance. The VMware Virtual Infrastructure amounts represent the revenues and expenses of VMware as reflected within EMC’s consolidated financial statements. Research and development expenses, selling, general and administrative, and other income associated with the EMC Information Infrastructure business are not allocated to the segments within the EMC Information Infrastructure business, as they are managed centrally at the corporate level. For the three segments within the EMC Information Infrastructure business, gross profit is the segment operating performance measure.

Our segment information for the three and six months ended June 30, 2012 and 2011 is as follows (tables in thousands, except percentages):

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
June 30, 2012
Revenues:
Product revenues	$	2,512,914		$	45,497		$	103,458		$	2,661,869		$	516,868		$	—		$	3,178,737
Services revenues	1,304,311			107,276			117,312			1,528,899			603,757			—			2,132,656
Total consolidated revenues	3,817,225			152,773			220,770			4,190,768			1,120,625			—			5,311,393
Cost of sales	1,638,149			50,436			41,619			1,730,204			136,554			97,242			1,964,000
Gross profit	$	2,179,076		$	102,337		$	179,151		2,460,564			984,071			(97,242		)	3,347,393
Gross profit percentage	57.1		%	67.0		%	81.1		%	58.7		%	87.8		%	—			63.0		%
Research and development										371,899			198,729			85,313			655,941
Selling, general and administrative										1,128,312			433,649			154,689			1,716,650
Restructuring and acquisition-related charges										—			—			27,603			27,603
Total costs and expenses										1,500,211			632,378			267,605			2,400,194
Operating income										960,353			351,693			(364,847		)	947,199
Other income (expense), net										(28,911		)	4,538			(19,152		)	(43,525		)
Income before provision for income taxes										931,442			356,231			(383,999		)	903,674
Income tax provision										275,033			48,810			(109,587		)	214,256
Net income										656,409			307,421			(274,412		)	689,418
Net income attributable to the non-controlling interest in VMware, Inc.										—			(63,199		)	23,295			(39,904		)
Net income attributable to EMC Corporation										$	656,409		$	244,222		$	(251,117	)	$	649,514

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
June 30, 2011
Revenues:
Product revenues	$	2,432,702		$	44,226		$	102,273		$	2,579,201		$	464,783		$	—		$	3,043,984
Services revenues	1,135,792			115,646			93,861			1,345,299			456,055			—			1,801,354
Total consolidated revenues	3,568,494			159,872			196,134			3,924,500			920,838			—			4,845,338
Cost of sales	1,575,551			59,220			128,234			1,763,005			132,465			69,581			1,965,051
Gross profit	$	1,992,943		$	100,652		$	67,900		2,161,495			788,373			(69,581		)	2,880,287
Gross profit percentage	55.8		%	63.0		%	34.6		%	55.1		%	85.6		%	—			59.4		%
Research and development										318,068			140,338			80,485			538,891
Selling, general and administrative										1,075,046			354,839			145,804			1,575,689
Restructuring and acquisition-related charges										—			—			21,216			21,216
Total costs and expenses										1,393,114			495,177			247,505			2,135,796
Operating income										768,381			293,196			(317,086		)	744,491
Other income (expense), net										(8,953		)	2,745			26,075			19,867
Income before provision for income taxes										759,428			295,941			(291,011		)	764,358
Income tax provision										210,303			31,509			(69,081		)	172,731
Net income										549,125			264,432			(221,930		)	591,627
Net income attributable to the non-controlling interest in VMware, Inc.										—			(55,311		)	10,178			(45,133		)
Net income attributable to EMC Corporation										$	549,125		$	209,121		$	(211,752	)	$	546,494

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Six Months Ended:
June 30, 2012
Revenues:
Product revenues	$	4,967,649		$	81,559		$	199,947		$	5,249,155		$	998,439		$	—		$	6,247,594
Services revenues	2,538,483			216,767			227,340			2,982,590			1,175,587			—			4,158,177
Total consolidated revenues	7,506,132			298,326			427,287			8,231,745			2,174,026			—			10,405,771
Cost of sales	3,267,187			106,368			114,774			3,488,329			264,739			192,093			3,945,161
Gross profit	$	4,238,945		$	191,958		$	312,513		4,743,416			1,909,287			(192,093		)	6,460,610
Gross profit percentage	56.5		%	64.3		%	73.1		%	57.6		%	87.8		%	—			62.1		%
Research and development										710,115			377,394			156,249			1,243,758
Selling, general and administrative										2,222,324			838,242			306,281			3,366,847
Restructuring and acquisition-related charges										—			—			53,496			53,496
Total costs and expenses										2,932,439			1,215,636			516,026			4,664,101
Operating income										1,810,977			693,651			(708,119		)	1,796,509
Other income (expense), net										(57,413		)	11,839			(30,372		)	(75,946		)
Income before provision for income taxes										1,753,564			705,490			(738,491		)	1,720,563
Income tax provision										495,486			111,779			(202,099		)	405,166
Net income										1,258,078			593,711			(536,392		)	1,315,397
Net income attributable to the non-controlling interest in VMware, Inc.										—			(121,787		)	42,746			(79,041		)
Net income attributable to EMC Corporation										$	1,258,078		$	471,924		$	(493,646	)	$	1,236,356

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Six Months Ended:
June 30, 2011
Revenues:
Product revenues	$	4,816,713		$	85,358		$	189,453		$	5,091,524		$	883,719		$	—		$	5,975,243
Services revenues	2,191,258			225,689			180,935			2,597,882			879,831			—			3,477,713
Total consolidated revenues	7,007,971			311,047			370,388			7,689,406			1,763,550			—			9,452,956
Cost of sales	3,149,802			116,925			208,153			3,474,880			259,755			138,983			3,873,618
Gross profit	$	3,858,169		$	194,122		$	162,235		4,214,526			1,503,795			(138,983		)	5,579,338
Gross profit percentage	55.1		%	62.4		%	43.8		%	54.8		%	85.3		%	—			59.0		%
Research and development										616,201			263,999			160,799			1,040,999
Selling, general and administrative										2,080,310			689,428			301,882			3,071,620
Restructuring and acquisition-related charges										—			—			48,109			48,109
Total costs and expenses										2,696,511			953,427			510,790			4,160,728
Operating income										1,518,015			550,368			(649,773		)	1,418,610
Other income (expense), net										(32,946		)	4,269			(1,382		)	(30,059		)
Income before provision for income taxes										1,485,069			554,637			(651,155		)	1,388,551
Income tax provision										382,517			80,762			(168,909		)	294,370
Net income										1,102,552			473,875			(482,246		)	1,094,181
Net income attributable to the non-controlling interest in VMware, Inc.										—			(96,990		)	26,451			(70,539		)
Net income attributable to EMC Corporation										$	1,102,552		$	376,885		$	(455,795	)	$	1,023,642

Our revenues are attributed to the geographic areas according to the location of the customers. Revenues by geographic area are included in the following table (table in thousands):

	For the Three Months Ended				For the Six Months Ended
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
United States	$	2,856,914	$	2,507,142	$	5,490,308	$	4,878,174
Europe, Middle East and Africa	1,400,339		1,407,571		2,864,631		2,794,354
Asia Pacific and Japan	747,561		654,301		1,459,254		1,249,365
Latin America, Mexico and Canada	306,579		276,324		591,578		531,063
Total	$	5,311,393	$	4,845,338	$	10,405,771	$	9,452,956

No country other than the United States accounted for 10% or more of revenues during the three and six months ended June 30, 2012 or 2011.

Long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets, in the United States were $3,730.8 million at June 30, 2012 and $3,622.8 million at December 31, 2011. Internationally, long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets, were $627.8 million at June 30, 2012 and $616.5 million at December 31, 2011. No country other than the United States accounted for 10% or more of total long-lived assets, excluding financial instruments and deferred tax assets, at June 30, 2012 or December 31, 2011.

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Income Taxes

6 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Our effective income tax rates were 23.7% and 23.5% for the three and six months ended June 30, 2012, respectively. Our effective income tax rates were 22.6% and 21.2% for the three and six months ended June 30, 2011, respectively. Our effective income tax rate is based upon estimated income before tax for the year, composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for potential tax consequences, benefits and/or resolutions of tax audits or other tax contingencies. For the three and six months ended June 30, 2012 and 2011, the effective income tax rate varied from the statutory income tax rate principally as a result of the mix of income attributable to foreign versus domestic jurisdictions. Our aggregate income tax rate in foreign jurisdictions is lower than our income tax rate in the United States; substantially all of our income before provision for income taxes from foreign operations has been earned by our Irish subsidiaries. We do not believe that any recent or currently expected developments in non-U.S. tax jurisdictions are reasonably likely to have a material impact on our effective income rate.

Our effective income tax rate increased in the three and six months ended June 30, 2012 from the three and six months ended June 30, 2011 due primarily to the expiration of the U.S. federal research and development tax credit for 2012. The U.S. federal research and development tax credit reduced our effective income tax rate by approximately 1.8% for the three and six months ended June 30, 2011. There were also differences in composition of income before tax in different countries, change in tax contingency reserves and discrete items, the net impact of which is immaterial.

During the three months ended June 30, 2012, we determined that since VMware’s initial public offering in 2007, we have incorrectly recorded deferred tax liabilities on the gains and losses associated with changes in the non-controlling interest. These deferred tax liabilities were recorded as a reduction to additional paid-in capital and therefore had no impact on our previously reported consolidated income statements. The error resulted in an overstatement of our deferred tax liability and an understatement of our additional paid-in capital of $352.6 million in our December 31, 2011 consolidated balance sheet and an understatement of additional paid-in capital of $407.2 million in our statement of shareholders’ equity for the six months ended June 30, 2011.  These corrections did not impact our income tax provision in any current or prior period. See Note 1.

We are routinely under audit by the Internal Revenue Service (the “IRS”). We have concluded all U.S. federal income tax matters for years through 2008. The IRS is expected to commence a federal income tax audit for the tax years of 2009 and 2010 in the third quarter of 2012. We also have income tax audits in process in numerous state, local and international jurisdictions. Based on the timing and outcome of examinations of EMC, the result of the expiration of statutes of limitations for specific jurisdictions and/or the timing and result of ruling requests from taxing authorities, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in our statement of financial position. We anticipate that several of these audits may be finalized within the next 12 months. Based on the status of these examinations, and the protocol of finalizing such audits, it is not possible to estimate the impact of the amount of such changes, if any, to our previously recorded uncertain tax positions.

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Accounts and Notes Receivable and Allowance for Credit Losses

6 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Accounts and Notes Receivable and Allowance for Credit Losses

Accounts and Notes Receivable and Allowance for Credit Losses

Our accounts and notes receivable are recorded at cost. The portion of our notes receivable due in one year or less are included in accounts and notes receivable and the long-term portion is included in other assets, net. Lease receivables arise from sales-type leases of products. We typically sell, without recourse, the contractual right to the lease payment stream and assets under lease to third parties. For certain customers, we retain the lease.

The contractual amounts due under the leases we retained as of June 30, 2012 were as follows (table in thousands):

Year	Contractual Amounts Due Under Leases
Due within one year	$	125,730
Due within two years	105,745
Due within three years	96,399
Thereafter	708
Total	328,582
Less amounts representing interest	(6,009		)
Present value	322,573
Current portion (included in accounts and notes receivable)	123,667
Long-term portion (included in other assets, net)	$	198,906

Subsequent to June 30, 2012, we sold $35.0 million of these notes to third parties without recourse.

We maintain an allowance for credit losses on our accounts and notes receivable. The allowance is based on the credit worthiness of our customers, including an assessment of the customer’s financial position, operating performance and their ability to meet their contractual obligation. We assess the credit scores for our customers each quarter. In addition, we consider our historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance account.

In the event we determine that a lease may not be paid, we include in our allowance an amount for the outstanding balance related to the lease receivable. As of June 30, 2012, amounts from lease receivables past due for more than 90 days were not significant.

The following table presents the activity of our allowance for credit losses related to lease receivables for the six months ended June 30, 2012 and 2011 (table in thousands):

	June 30, 2012			June 30, 2011
Balance, beginning of the period	$	24,247		$	44,661
Recoveries	(13,238		)	(21,023		)
Provisions	5,619			8,292
Balance, end of the period	$	16,628		$	31,930

Gross lease receivables totaled $328.6 million and $272.3 million as of June 30, 2012 and 2011, respectively, before the allowance. The components of these balances were individually evaluated for impairment.

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Reconciliation from Basic To Diluted Earnings Per Share for both Numerators and Denominators (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Numerator:
Net income attributable to EMC Corporation	$ 649,514	$ 546,494	$ 1,236,356	$ 1,023,642
Incremental dilution from VMware	(2,596)	(4,404)	(5,540)	(7,320)
Net income - dilution attributable to EMC Corporation	$ 646,918	$ 542,090	$ 1,230,816	$ 1,016,322
Denominator:
Weighted average shares, basic	2,096,378	2,060,748	2,082,103	2,063,427
Weighted common stock equivalents	42,025	57,936	43,921	58,840
Assumed conversion of the 2013 Notes and associated warrants	69,272	147,781	78,886	140,041
Weighted average shares, diluted	2,207,675	2,266,465	2,204,910	2,262,308

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Fair Value of Financial Assets and Liabilities

6 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

Fair Value of Financial Assets and Liabilities

Our fixed income and equity investments are classified as available for sale and recorded at their fair market values. We determine fair value using the following hierarchy:

• Level 1 – Quoted prices in active markets for identical assets or liabilities.

• Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Most of our fixed income securities are classified as Level 2, with the exception of some of our U.S. government and agency obligations and our investments in publicly traded equity securities, which are classified as Level 1, and all of our auction rate securities, which are classified as Level 3. In addition, our strategic investments held at cost are classified as Level 3. At June 30, 2012, the vast majority of our Level 2 securities 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 like market transactions involving identical or comparable securities. 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 fixed income 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 general, investments with remaining effective maturities of 12 months or less from the balance sheet date are classified as short-term investments. Investments with remaining effective maturities of more than 12 months from the balance sheet date are classified as long-term investments. Our publicly traded equity securities are classified as long-term investments and our strategic investments held at cost are classified as other assets. As a result of the lack of liquidity for auction rate securities, we have classified these as long-term investments as of June 30, 2012 and December 31, 2011. At June 30, 2012 and December 31, 2011, all of our short- and long-term investments, excluding auction rate securities, were recognized at fair value, which was determined based upon observable inputs from our pricing vendors for identical or similar assets. At June 30, 2012 and December 31, 2011, auction rate securities were valued using a discounted cash flow model.

The following tables summarize the composition of our short- and long-term investments at June 30, 2012 and December 31, 2011 (tables in thousands):

	June 30, 2012
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,301,054	$	9,614	$	(1,231	)	$	2,309,437
U.S. corporate debt securities	1,498,162		9,087		(642		)	1,506,607
High yield corporate debt securities	442,573		22,658		(2,844		)	462,387
Asset-backed securities	39,898		85		(11		)	39,972
Municipal obligations	1,217,070		2,860		(852		)	1,219,078
Auction rate securities	80,706		—		(6,810		)	73,896
Foreign debt securities	1,192,128		6,351		(551		)	1,197,928
Total fixed income securities	6,771,591		50,655		(12,941		)	6,809,305
Publicly traded equity securities	46,433		57,955		(633		)	103,755
Total	$	6,818,024	$	108,610	$	(13,574	)	$	6,913,060

We held approximately $1.2 billion in foreign debt securities at June 30, 2012. These securities have an average credit rating of AA-, and approximately 6% of these securities are deemed sovereign debt with an average credit rating of AA. None of the securities deemed sovereign debt are from Greece, Italy, Ireland, Portugal or Spain. Additionally, we have an immaterial amount of exposure to French agencies and financial institutions.

	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,474,029	$	12,420	$	(1,488	)	$	2,484,961
U.S. corporate debt securities	1,400,373		9,953		(2,573		)	1,407,753
High yield corporate debt securities	442,723		12,498		(7,742		)	447,479
Asset-backed securities	29,101		72		(25		)	29,148
Municipal obligations	814,657		2,021		(597		)	816,081
Auction rate securities	82,900		—		(8,304		)	74,596
Foreign debt securities	984,696		5,185		(2,807		)	987,074
Total fixed income securities	6,228,479		42,149		(23,536		)	6,247,092
Publicly traded equity securities	58,199		6,802		—			65,001
Total	$	6,286,678	$	48,951	$	(23,536	)	$	6,312,093

The following table represents our fair value hierarchy for our financial assets and liabilities measured at fair value as of June 30, 2012 (in thousands):

	Level 1		Level 2			Level 3		Total
Cash	$	1,662,937	$	—		$	—	$	1,662,937
Cash equivalents	2,265,587		64,494			—		2,330,081
U.S. government and agency obligations	1,335,207		974,230			—		2,309,437
U.S. corporate debt securities	—		1,506,607			—		1,506,607
High yield corporate debt securities	—		462,387			—		462,387
Asset-backed securities	—		39,972			—		39,972
Municipal obligations	—		1,219,078			—		1,219,078
Auction rate securities	—		—			73,896		73,896
Foreign debt securities	—		1,197,928			—		1,197,928
Publicly traded equity securities	103,755		—			—		103,755
Total cash and investments	$	5,367,486	$	5,464,696		$	73,896	$	10,906,078
Other items:
Strategic investments held at cost	$	—	$	—		$	204,963	$	204,963
Convertible debt	—		(2,702,220		)	—		(2,702,220		)
Foreign exchange derivative assets	—		26,955			—		26,955
Foreign exchange derivative liabilities	—		(35,865		)	—		(35,865		)
Commodity derivative liabilities	—		(3,371		)	—		(3,371		)
Interest rate swap contracts	—		(30,207		)	—		(30,207		)

Our auction rate securities are predominantly rated investment grade and are primarily collateralized by student loans. The underlying loans of all but two of our auction rate securities, with a market value of $16.1 million, have partial guarantees by the U.S. government as part of the Federal Family Education Loan Program (“FFELP”) through the U.S. Department of Education. FFELP guarantees at least 95% of the loans which collateralize the auction rate securities. We believe the quality of the collateral underlying most of our auction rate securities will enable us to recover our principal balance.

To determine the estimated fair value of our investment in auction rate securities, we used a discounted cash flow model using a five year time horizon. As of June 30, 2012, the coupon rates used ranged from 0% to 4% and the discount rate was 1%, which rate represents the rate at which similar FFELP backed securities with a five year time horizon outside of the auction rate securities market were trading at June 30, 2012. The assumptions used in preparing the discounted cash flow model include an incremental discount rate for the lack of liquidity in the market (“liquidity discount margin”) for an estimated period of time. The discount rate we selected was based on AA-rated banks as the majority of our portfolio is invested in student loans where EMC acts as a financier to these lenders. The liquidity discount margin represents an estimate of the additional return an investor would require for the lack of liquidity of these securities over an estimated five-year holding period. The rate used for the discount margin was 1% at June 30, 2012 compared to 2% at December 31, 2011 due to the narrowing of credit spreads on AA-rated banks during 2012.

The following table provides a summary of changes in fair value of our Level 3 auction rate securities for the three and six months ended June 30, 2012 (table in thousands):

	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
Balance, beginning of the period	$	78,397		$	74,596
Calls at par value	—			(225		)
Other-than-temporary impairment loss	(1,969		)	(1,969		)
(Increase) decrease in previously recognized unrealized losses included in other comprehensive income	(2,532		)	1,494
Balance, end of the period	$	73,896		$	73,896

Significant changes in the unobservable inputs discussed above could result in a significantly lower or higher fair value measurement. Generally, an increase in the discount rate, liquidity discount margin or coupon rate results in a decrease in our fair value measurement and a decrease in the discount rate, liquidity discount margin or coupon rate results in an increase in our fair value measurement.

We perform a fair value calculation of our strategic investments held at cost on a quarterly basis using the most currently available information. To determine the estimated fair value of private strategic investments held at cost we use a combination of several valuation techniques including discounted cash flow models, acquisition comparables and trading comparables. In addition, we evaluate the impact of pre- and post-money valuations of recent financing events and the impact of those on our fully diluted ownership percentages, and we consider any available information regarding the issuer’s historical and forecasted performance as well as market comparables and conditions. The fair value of these investments is considered in our review for impairment if any events and changes in circumstances occur that might have a significant adverse effect on their value.

Investment Losses

Unrealized losses on investments at June 30, 2012 by investment category and length of time the investment has been in a continuous unrealized loss position are as follows (table in thousands):

	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency obligations	$	821,950	$	(1,170	)	$	8,029	$	(61	)	$	829,979	$	(1,231	)
U.S. corporate debt securities	377,330		(642		)	—		—			377,330		(642		)
High yield corporate debt securities	63,023		(2,793		)	2,225		(51		)	65,248		(2,844		)
Asset-backed securities	9,393		(10		)	5		(1		)	9,398		(11		)
Municipal obligations	418,354		(852		)	—		—			418,354		(852		)
Auction rate securities	—		—			73,896		(6,810		)	73,896		(6,810		)
Foreign debt securities	259,385		(551		)	—		—			259,385		(551		)
Publicly traded equity securities	1,293		(633		)	—		—			1,293		(633		)
Total	$	1,950,728	$	(6,651	)	$	84,155	$	(6,923	)	$	2,034,883	$	(13,574	)

For all of our securities for which the amortized cost basis was greater than the fair value at June 30, 2012, 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, the underlying value and performance of the collateral, third party guarantees and the time to maturity.

Contractual Maturities

The contractual maturities of fixed income securities held at June 30, 2012 are as follows (table in thousands):

	June 30, 2012
	Amortized Cost Basis		Aggregate Fair Value
Due within one year	$	1,651,057	$	1,654,507
Due after 1 year through 5 years	4,346,582		4,367,732
Due after 5 years through 10 years	429,524		446,114
Due after 10 years	344,428		340,952
Total	$	6,771,591	$	6,809,305

Short-term investments on the consolidated balance sheet include a $5.7 million variable rate note which has a contractual maturity in 2014, and is not classified within investments due within one year above.

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Inventories

6 Months Ended

Jun. 30, 2012

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consist of (table in thousands):

	June 30, 2012		December 31, 2011
Work-in-process	$	509,865	$	492,064
Finished goods	519,618		517,904
	$	1,029,483	$	1,009,968

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Property, Plant and Equipment

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment consist of (table in thousands):

	June 30, 2012			December 31, 2011
Furniture and fixtures	$	187,004		$	180,800
Equipment and software	4,988,061			4,680,118
Buildings and improvements	1,794,671			1,748,214
Land	117,566			117,513
Building construction in progress	153,880			146,650
	7,241,182			6,873,295
Accumulated depreciation	(4,299,072		)	(4,040,146		)
	$	2,942,110		$	2,833,149

Building construction in progress at June 30, 2012 includes $66.5 million for facilities not yet placed in service that we are holding for future use.

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Activity For Restructuring Program (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Jun. 30, 2011 Workforce reductions	Jun. 30, 2011 Workforce reductions	Jun. 30, 2011 Consolidation of excess facilities and other contractual obligations	Jun. 30, 2011 Consolidation of excess facilities and other contractual obligations	Jun. 30, 2012 Restructuring 2012 Programs	Jun. 30, 2012 Restructuring 2012 Programs	Jun. 30, 2012 Restructuring 2012 Programs Workforce reductions	Jun. 30, 2012 Restructuring 2012 Programs Workforce reductions	Jun. 30, 2012 Restructuring 2012 Programs Consolidation of excess facilities and other contractual obligations	Jun. 30, 2012 Restructuring 2012 Programs Consolidation of excess facilities and other contractual obligations	Jun. 30, 2012 Restructuring Other Programs	Jun. 30, 2012 Restructuring Other Programs	Jun. 30, 2012 Restructuring Other Programs Workforce reductions	Jun. 30, 2012 Restructuring Other Programs Workforce reductions	Jun. 30, 2012 Restructuring Other Programs Consolidation of excess facilities and other contractual obligations	Jun. 30, 2012 Restructuring Other Programs Consolidation of excess facilities and other contractual obligations
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 72,204	$ 81,764	$ 36,288	$ 53,946	$ 35,916	$ 27,818	$ 21,250	$ 0	$ 20,642	$ 0	$ 608	$ 0	$ 59,493	$ 79,975	$ 31,312	$ 49,863	$ 28,181	$ 30,112
Charges/ (Adjustments to the Provision)	17,898	41,197	14,135	18,775	3,763	22,422	26,633	51,299	22,388	45,736	4,245	5,563	(2,989)	(3,476)	(3,363)	(6,239)	374	2,763
Utilization	(18,154)	(51,013)	(13,861)	(36,159)	(4,293)	(14,854)	(11,049)	(14,465)	(9,122)	(11,828)	(1,927)	(2,637)	(10,729)	(30,724)	(7,798)	(23,473)	(2,931)	(7,251)
Ending Balance	$ 71,948	$ 71,948	$ 36,562	$ 36,562	$ 35,386	$ 35,386	$ 36,834	$ 36,834	$ 33,908	$ 33,908	$ 2,926	$ 2,926	$ 45,775	$ 45,775	$ 20,151	$ 20,151	$ 25,624	$ 25,624

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Segment Information - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2012 segment	Jun. 30, 2011	Jun. 30, 2012 segment	Jun. 30, 2011	Dec. 31, 2011
Segment Reporting Information [Line Items]
Number of broad categories	2		2
Number of countries other than the US that accounted for 10% or more of total revenues	0	0	0	0
Number of countries other than the US that accounted for 10% or more of total assets			0		0
EMC Information Infrastructure
Segment Reporting Information [Line Items]
Number of operating segments	3		3
United States [Member]
Segment Reporting Information [Line Items]
Long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets	3,730.8		3,730.8		3,622.8
International Segment
Segment Reporting Information [Line Items]
Long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets	627.8		627.8		616.5

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Restructuring and Acquisition-Related Charges - Additional information (Detail) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended	12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2012	Jun. 30, 2012 Restructuring 2012 Programs Positions	Mar. 31, 2012 Restructuring 2012 Programs Positions	Jun. 30, 2012 Restructuring 2012 Programs	Jun. 30, 2011 Restructuring 2011 Programs Positions	Dec. 31, 2011 Restructuring 2011 Programs Positions
Restructuring Cost and Reserve [Line Items]
Restructuring and acquisition-related charges	$ 27,603,000	$ 21,216,000	$ 53,496,000	$ 48,109,000
Restructuring charges	23,600,000	17,900,000	47,800,000	41,200,000
Acquisition-related charges	4,000,000	3,300,000	5,700,000	6,900,000
Elimination of positions						279	298		205	787
Lease termination costs for facilities	$ 4,600,000	$ 3,800,000	$ 8,300,000	$ 22,400,000
Date of completion of workforce reduction and/or consolidation of facilities					2015			within a year of the start of each program		2012

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2012

Stockholders' Equity Note [Abstract]

Reconciliation from Basic to Diluted Earnings Per Share

The reconciliation from basic to diluted earnings per share for both the numerators and denominators is as follows (table in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Numerator:
Net income attributable to EMC Corporation	$	649,514		$	546,494		$	1,236,356		$	1,023,642
Incremental dilution from VMware	(2,596		)	(4,404		)	(5,540		)	(7,320		)
Net income – dilution attributable to EMC Corporation	$	646,918		$	542,090		$	1,230,816		$	1,016,322
Denominator:
Weighted average shares, basic	2,096,378			2,060,748			2,082,103			2,063,427
Weighted common stock equivalents	42,025			57,936			43,921			58,840
Assumed conversion of the 2013 Notes and associated warrants	69,272			147,781			78,886			140,041
Weighted average shares, diluted	2,207,675			2,266,465			2,204,910			2,262,308

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, which is presented net of tax, consists of the following (table in thousands):

	June 30, 2012			December 31, 2011
Foreign currency translation adjustments	$	(18,477	)	$	(10,780	)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(4,771) and $(8,492)	(8,803		)	(15,044		)
Unrealized gains on investments, net of taxes of $40,589 and $18,343	68,021			30,608
Unrealized losses on derivatives, net of tax benefits of $(62,978) and $(62,210)	(104,079		)	(100,446		)
Recognition of actuarial net loss from pension and other postretirement plans, net of tax benefits of $(81,798) and $(81,798)	(139,108		)	(139,108		)
	(202,446		)	(234,770		)
Less: accumulated other comprehensive income attributable to the non-controlling interest in VMware, Inc.	(660		)	(239		)
	$	(203,106	)	$	(235,009	)

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Components of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Inventory Disclosure [Abstract]
Work-in-process	$ 509,865	$ 492,064
Finished goods	519,618	517,904
Inventory, Net, Total	$ 1,029,483	$ 1,009,968

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Restructuring and Acquisition-Related Charges

6 Months Ended

Jun. 30, 2012

Restructuring and Related Activities [Abstract]

Restructuring and Acquisition-Related Charges

Restructuring and Acquisition-Related Charges

For the three and six months ended June 30, 2012, we incurred restructuring and acquisition-related charges of $27.6 million and $53.5 million, respectively. For the three and six months ended June 30, 2011, we incurred restructuring and acquisition-related charges of $21.2 million and $48.1 million, respectively. For the three and six months ended June 30, 2012, we incurred $23.6 million and $47.8 million, respectively, of restructuring charges, primarily related to our current year restructuring programs and $4.0 million and $5.7 million, respectively, of charges in connection with acquisitions for financial advisory, legal and accounting services. For the three and six months ended June 30, 2011, we incurred $17.9 million and $41.2 million, respectively, of restructuring charges, primarily related to our 2011 restructuring programs and $3.3 million and $6.9 million, respectively, of costs in connection with acquisitions for financial advisory, legal and accounting services.

In the first and second quarters of 2012, we implemented separate restructuring programs to create further operational efficiencies which will result in a workforce reduction of 298 and 279 positions, respectively. The actions will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions are expected to be completed within a year of the start of each program.

During 2011, we implemented separate restructuring programs to create further operational efficiencies which will result in a workforce reduction of 787 positions, of which 205 positions were identified in the three months ended June 30, 2011. The actions will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions are expected to be completed by the end of 2012.

For the three and six months ended June 30, 2012, we recognized $4.6 million and $8.3 million, respectively, of lease termination costs for facilities vacated in the period in accordance with our plan as part of all of our restructuring programs. For the three and six months ended June 30, 2011, we recognized $3.8 million and $22.4 million, respectively, of lease termination costs for facilities vacated in the period in accordance with our plan as part of all of our restructuring programs. These costs are expected to be utilized by the end of 2015.

The activity for the restructuring programs is presented below (tables in thousands):

Three Months Ended June 30, 2012

2012 Programs
Category	Balance as of March 31, 2012		2012 Charges		Utilization			Balance as of June 30, 2012
Workforce reductions	$	20,642	$	22,388	$	(9,122	)	$	33,908
Consolidation of excess facilities	608		4,245		(1,927		)	2,926
Total	$	21,250	$	26,633	$	(11,049	)	$	36,834

Other Programs
Category	Balance as of March 31, 2012		Adjustments to the Provision			Utilization			Balance as of June 30, 2012
Workforce reductions	$	31,312	$	(3,363	)	$	(7,798	)	$	20,151
Consolidation of excess facilities and other contractual obligations	28,181		374			(2,931		)	25,624
Total	$	59,493	$	(2,989	)	$	(10,729	)	$	45,775

Six Months Ended June 30, 2012

2012 Programs
Category	Balance as of December 31, 2011		2012 Charges		Utilization			Balance as of June 30, 2012
Workforce reductions	$	—	$	45,736	$	(11,828	)	$	33,908
Consolidation of excess facilities	—		5,563		(2,637		)	2,926
Total	$	—	$	51,299	$	(14,465	)	$	36,834

Other Programs
Category	Balance as of December 31, 2011		Adjustments to the Provision			Utilization			Balance as of June 30, 2012
Workforce reductions	$	49,863	$	(6,239	)	$	(23,473	)	$	20,151
Consolidation of excess facilities and other contractual obligations	30,112		2,763			(7,251		)	25,624
Total	$	79,975	$	(3,476	)	$	(30,724	)	$	45,775

Three Months Ended June 30, 2011

Category	Balance as of March 31, 2011		2011 Charges		Utilization			Balance as of June 30, 2011
Workforce reductions	$	36,288	$	14,135	$	(13,861	)	$	36,562
Consolidation of excess facilities and other contractual obligations	35,916		3,763		(4,293		)	35,386
Total	$	72,204	$	17,898	$	(18,154	)	$	71,948

Six Months Ended June 30, 2011

Category	Balance as of December 31, 2010		2011 Charges		Utilization			Balance as of June 30, 2011
Workforce reductions	$	53,946	$	18,775	$	(36,159	)	$	36,562
Consolidation of excess facilities and other contractual obligations	27,818		22,422		(14,854		)	35,386
Total	$	81,764	$	41,197	$	(51,013	)	$	71,948

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Non-controlling Interest in VMware, Inc. (Tables)

6 Months Ended

Jun. 30, 2012

Noncontrolling Interest [Abstract]

Effect of Changes in Ownership Interest in VMware on Equity

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

	For the Six Months Ended
	June 30, 2012			June 30, 2011
Net income attributable to EMC Corporation	$	1,236,356		$	1,023,642
Transfers (to) from the non-controlling interest in VMware, Inc.:
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity issuances	77,477			112,736
Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other equity activity	(249,792		)	(335,523		)
Net transfers (to) from non-controlling interest	(172,315		)	(222,787		)
Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.	$	1,064,041		$	800,855

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Fair Value of Financial Assets and Liabilities Unrealized Losses on Investments by Investment Category and Length of Time in Continuous Unrealized Loss Position (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Gain (Loss) on Investments [Line Items]
Less Than 12 Months Fair Value	$ 1,950,728
Less Than 12 Months Gross Unrealized Losses	(6,651)
12 Months or Greater Fair Value	84,155
12 Months or Greater Gross Unrealized Losses	(6,923)
Total Fair Value	2,034,883
Total Gross Unrealized Losses	(13,574)
US Government Agencies Debt Securities
Gain (Loss) on Investments [Line Items]
Less Than 12 Months Fair Value	821,950
Less Than 12 Months Gross Unrealized Losses	(1,170)
12 Months or Greater Fair Value	8,029
12 Months or Greater Gross Unrealized Losses	(61)
Total Fair Value	829,979
Total Gross Unrealized Losses	(1,231)
US Corporate Debt Securities
Gain (Loss) on Investments [Line Items]
Less Than 12 Months Fair Value	377,330
Less Than 12 Months Gross Unrealized Losses	(642)
Total Fair Value	377,330
Total Gross Unrealized Losses	(642)
High Yield Corporate Debt Securities
Gain (Loss) on Investments [Line Items]
Less Than 12 Months Fair Value	63,023
Less Than 12 Months Gross Unrealized Losses	(2,793)
12 Months or Greater Fair Value	2,225
12 Months or Greater Gross Unrealized Losses	(51)
Total Fair Value	65,248
Total Gross Unrealized Losses	(2,844)
Asset-backed Securities
Gain (Loss) on Investments [Line Items]
Less Than 12 Months Fair Value	9,393
Less Than 12 Months Gross Unrealized Losses	(10)
12 Months or Greater Fair Value	5
12 Months or Greater Gross Unrealized Losses	(1)
Total Fair Value	9,398
Total Gross Unrealized Losses	(11)
Municipal Obligations
Gain (Loss) on Investments [Line Items]
Less Than 12 Months Fair Value	418,354
Less Than 12 Months Gross Unrealized Losses	(852)
Total Fair Value	418,354
Total Gross Unrealized Losses	(852)
Auction Rate Securities
Gain (Loss) on Investments [Line Items]
12 Months or Greater Fair Value	73,896
12 Months or Greater Gross Unrealized Losses	(6,810)
Total Fair Value	73,896
Total Gross Unrealized Losses	(6,810)
Foreign Debt Securities
Gain (Loss) on Investments [Line Items]
Less Than 12 Months Fair Value	259,385
Less Than 12 Months Gross Unrealized Losses	(551)
Total Fair Value	259,385
Total Gross Unrealized Losses	(551)
Publicly Traded Equity Securities
Gain (Loss) on Investments [Line Items]
Less Than 12 Months Fair Value	1,293
Less Than 12 Months Gross Unrealized Losses	(633)
Total Fair Value	1,293
Total Gross Unrealized Losses	(633)
Debt Securities
Gain (Loss) on Investments [Line Items]
Total Gross Unrealized Losses	(12,941)	(23,536)
Debt Securities | US Government Agencies Debt Securities
Gain (Loss) on Investments [Line Items]
Total Gross Unrealized Losses	(1,231)	(1,488)
Debt Securities | US Corporate Debt Securities
Gain (Loss) on Investments [Line Items]
Total Gross Unrealized Losses	(642)	(2,573)
Debt Securities | High Yield Corporate Debt Securities
Gain (Loss) on Investments [Line Items]
Total Gross Unrealized Losses	(2,844)	(7,742)
Debt Securities | Asset-backed Securities
Gain (Loss) on Investments [Line Items]
Total Gross Unrealized Losses	(11)	(25)
Debt Securities | Municipal Obligations
Gain (Loss) on Investments [Line Items]
Total Gross Unrealized Losses	(852)	(597)
Debt Securities | Auction Rate Securities
Gain (Loss) on Investments [Line Items]
Total Gross Unrealized Losses	(6,810)	(8,304)
Debt Securities | Foreign Debt Securities
Gain (Loss) on Investments [Line Items]
Total Gross Unrealized Losses	$ (551)	$ (2,807)

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Business Combinations, Intangibles and Goodwill - Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	$ 3,827,049	$ 3,659,648
Accumulated Amortization	(2,068,917)	(1,893,533)
Net Book Value	1,758,132	1,766,115
Purchased Technology
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	1,789,523	1,620,977
Accumulated Amortization	(1,104,879)	(1,020,356)
Net Book Value	684,644	600,621
Patents
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	225,146	225,146
Accumulated Amortization	(79,516)	(72,078)
Net Book Value	145,630	153,068
Software Licenses
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	93,145	90,093
Accumulated Amortization	(86,279)	(83,999)
Net Book Value	6,866	6,094
Trademarks And Tradenames
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	174,791	172,851
Accumulated Amortization	(102,920)	(93,636)
Net Book Value	71,871	79,215
Customer Relationships And Customer Lists
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	1,352,865	1,329,775
Accumulated Amortization	(665,439)	(597,117)
Net Book Value	687,426	732,658
In Process Research And Development
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	19,000	43,900
Accumulated Amortization	0	0
Net Book Value	19,000	43,900
Leasehold Interest
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	146,757	146,757
Accumulated Amortization	(4,688)	(2,524)
Net Book Value	142,069	144,233
Other Intangible Assets
Schedule of Intangible Assets, Excluding Goodwill [Line Items]
Gross Carrying Amount	25,822	30,149
Accumulated Amortization	(25,196)	(23,823)
Net Book Value	$ 626	$ 6,326

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net income	$ 689,418	$ 591,627	$ 1,315,397	$ 1,094,181
Other comprehensive income (loss), net of taxes (benefits):
Foreign currency translation adjustments	(22,683)	6,614	(7,697)	25,757
Changes in market value of investments:
Changes in unrealized gains (losses), net of taxes (benefits) of $10,569, $(20,545), $23,614 and $(11,586)	16,899	(23,256)	42,761	(2,523)
Less: reclassification adjustment for net losses (gains) realized in net income, net of taxes of $703, $1,052, $2,353 and $2,309	1,796	(5,280)	893	(10,726)
Net change in market value of investments	18,695	(28,536)	43,654	(13,249)
Changes in market value of derivatives:
Changes in market value of derivatives, net of taxes (benefits) of $(20,974), $(12,325), $(15,046) and $(8,933)	(33,097)	(24,069)	(23,096)	(27,629)
Less: reclassification adjustment for net losses (gains) included in net income, net of taxes (benefits) of $(14,273), $(416), $(14,278) and $(1,525)	19,430	2,908	19,463	10,674
Net change in market value of derivatives	(13,667)	(21,161)	(3,633)	(16,955)
Other comprehensive income (loss)	(17,655)	(43,083)	32,324	(4,447)
Comprehensive income	671,763	548,544	1,347,721	1,089,734
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39,904)	(45,133)	(79,041)	(70,539)
Less: Other comprehensive income (loss) attributable to the non-controlling interest in VMware, Inc.	241	6,389	(421)	3,467
Comprehensive income attributable to EMC Corporation	$ 632,100	$ 509,800	$ 1,268,259	$ 1,022,662

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Non-controlling Interest in VMware, Inc.

6 Months Ended

Jun. 30, 2012

Noncontrolling Interest [Abstract]

Non-controlling Interest in VMware, Inc.

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 $1,101.9 million and $968.1 million as of June 30, 2012 and December 31, 2011, respectively. At June 30, 2012, EMC held approximately 97% of the combined voting power of VMware’s outstanding common stock and approximately 79% of the economic interest in VMware.

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

	For the Six Months Ended
	June 30, 2012			June 30, 2011
Net income attributable to EMC Corporation	$	1,236,356		$	1,023,642
Transfers (to) from the non-controlling interest in VMware, Inc.:
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity issuances	77,477			112,736
Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other equity activity	(249,792		)	(335,523		)
Net transfers (to) from non-controlling interest	(172,315		)	(222,787		)
Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.	$	1,064,041		$	800,855

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Activity in Warranty Accrual for Product Warranty (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance, beginning of the period	$ 263,181	$ 243,634	$ 254,554	$ 236,131
Provision	39,802	42,415	88,055	88,240
Amounts charged to the accrual	(40,924)	(37,654)	(80,550)	(75,976)
Balance, end of the period	$ 262,059	$ 248,395	$ 262,059	$ 248,395

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Subsequent Events (Details) (USD $)	6 Months Ended		1 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jul. 31, 2012 Acquisition
Subsequent Event [Line Items]
Cash consideration for acquisition of businesses	$ 624,522,000	$ 437,102,000	$ 1,050,000,000
Assumed unvested equity awards			$ 210,000,000

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Business Combinations, Intangibles and Goodwill (Tables)

6 Months Ended

Jun. 30, 2012

Business Combination, Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Excluding Goodwill

Intangible assets, excluding goodwill, as of June 30, 2012 and December 31, 2011 consist of (tables in thousands):

	June 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Purchased technology	$	1,789,523	$	(1,104,879	)	$	684,644
Patents	225,146		(79,516		)	145,630
Software licenses	93,145		(86,279		)	6,866
Trademarks and tradenames	174,791		(102,920		)	71,871
Customer relationships and customer lists	1,352,865		(665,439		)	687,426
In-process research and development	19,000		—			19,000
Leasehold interest	146,757		(4,688		)	142,069
Other	25,822		(25,196		)	626
Total intangible assets, excluding goodwill	$	3,827,049	$	(2,068,917	)	$	1,758,132

	December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Purchased technology	$	1,620,977	$	(1,020,356	)	$	600,621
Patents	225,146		(72,078		)	153,068
Software licenses	90,093		(83,999		)	6,094
Trademarks and tradenames	172,851		(93,636		)	79,215
Customer relationships and customer lists	1,329,775		(597,117		)	732,658
In-process research and development	43,900		—			43,900
Leasehold interest	146,757		(2,524		)	144,233
Other	30,149		(23,823		)	6,326
Total intangible assets, excluding goodwill	$	3,659,648	$	(1,893,533	)	$	1,766,115

Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill, net, on a consolidated basis and by segment, for the six months ended June 30, 2012 and the year ended December 31, 2011 consist of (tables in thousands):

	Six Months Ended June 30, 2012
	Information Storage			Information Intelligence Group		RSA Information Security			VMware Virtual Infrastructure			Total
Balance, beginning of the period	$	7,033,965		$	1,469,216	$	1,849,116		$	1,802,673		$	12,154,970
Goodwill resulting from acquisitions	422,941			14,462		—			70,798			508,201
Finalization of purchase price allocations	(406		)	—		(5,128		)	(2,810		)	(8,344		)
Balance, end of the period	$	7,456,500		$	1,483,678	$	1,843,988		$	1,870,661		$	12,654,827

	Year Ended December 31, 2011
	Information Storage			Information Intelligence Group			RSA Information Security			VMware Virtual Infrastructure		Total
Balance, beginning of the year	$	7,029,341		$	1,467,903		$	1,663,213		$	1,612,193	$	11,772,650
Goodwill resulting from acquisitions	—			—			187,445			188,395		375,840
Tax deduction from exercise of stock options	(73		)	(852		)	(95		)	—		(1,020		)
Finalization of purchase price allocations	4,697			2,165			(1,447		)	2,085		7,500
Balance, end of the year	$	7,033,965		$	1,469,216		$	1,849,116		$	1,802,673	$	12,154,970

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Non-controlling Interest in VMware, Inc. - Additional Information (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Noncontrolling Interest [Abstract]
Non-controlling interest in VMware, Inc.	$ 1,101,947	$ 968,089
Voting power of VMware's outstanding common stock	97.00%
Percentage of ownership interest in VMware, Inc.	79.00%

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Stockholders' Equity

6 Months Ended

Jun. 30, 2012

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Stockholders’ Equity

The reconciliation from basic to diluted earnings per share for both the numerators and denominators is as follows (table in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Numerator:
Net income attributable to EMC Corporation	$	649,514		$	546,494		$	1,236,356		$	1,023,642
Incremental dilution from VMware	(2,596		)	(4,404		)	(5,540		)	(7,320		)
Net income – dilution attributable to EMC Corporation	$	646,918		$	542,090		$	1,230,816		$	1,016,322
Denominator:
Weighted average shares, basic	2,096,378			2,060,748			2,082,103			2,063,427
Weighted common stock equivalents	42,025			57,936			43,921			58,840
Assumed conversion of the 2013 Notes and associated warrants	69,272			147,781			78,886			140,041
Weighted average shares, diluted	2,207,675			2,266,465			2,204,910			2,262,308

Due to the cash settlement feature of the principal amount of the 2013 Notes, we only include the impact of the premium feature in our diluted earnings per share calculation when the 2013 Notes are convertible due to maturity or when the average stock price exceeds the conversion price of the 2013 Notes.

Concurrent with the issuance of the 2011 Notes and 2013 Notes, we also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. Half of the associated warrants were exercised during the six months ended June 30, 2012. We include the impact of the remaining outstanding sold warrants in our diluted earnings per share calculation when the average stock price exceeds the exercise price.

Restricted stock awards, restricted stock units and options to acquire shares of our common stock in the amount of 3.1 million and 3.9 millionfor the three and six months ended June 30, 2012, respectively, and 12.6 million and 14.2 million for the three and six months ended June 30, 2011, respectively, were excluded from the calculation of diluted earnings per share because they were antidilutive. The incremental dilution from VMware represents the impact of VMware’s dilutive securities on EMC’s consolidated diluted net income per share and is calculated by multiplying the difference between VMware’s basic and diluted earnings per share by the number of VMware shares owned by EMC.

Repurchases of Common Stock

We utilize both authorized and unissued shares (including repurchased shares) for all issuances under our equity plans. In 2008, our Board of Directors authorized the repurchase of 250.0 million shares of our common stock. For the six months ended June 30, 2012, we spent $260.0 million to repurchase 9.9 million shares of our common stock. Of the 250.0 million shares authorized for repurchase, we have repurchased 205.7 million shares at a total cost of $4.0 billion, leaving a remaining balance of 44.3 million shares authorized for future repurchases. We plan to spend up to $700.0 million in 2012 on common stock repurchases.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, which is presented net of tax, consists of the following (table in thousands):

	June 30, 2012			December 31, 2011
Foreign currency translation adjustments	$	(18,477	)	$	(10,780	)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(4,771) and $(8,492)	(8,803		)	(15,044		)
Unrealized gains on investments, net of taxes of $40,589 and $18,343	68,021			30,608
Unrealized losses on derivatives, net of tax benefits of $(62,978) and $(62,210)	(104,079		)	(100,446		)
Recognition of actuarial net loss from pension and other postretirement plans, net of tax benefits of $(81,798) and $(81,798)	(139,108		)	(139,108		)
	(202,446		)	(234,770		)
Less: accumulated other comprehensive income attributable to the non-controlling interest in VMware, Inc.	(660		)	(239		)
	$	(203,106	)	$	(235,009	)