10-Q 1 emc-2014930x10q.htm 10-Q EMC-2014.9.30-10Q
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 September 30, 2014
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 September 30, 2014 was 2,034,908,501.


EMC CORPORATION
 

 
Page No.
 
 
 
 


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 millions, except per share amounts)
 
September 30,
2014
 
December 31,
2013
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
6,055

 
$
7,891

Short-term investments
2,092

 
2,773

Accounts and notes receivable, less allowance for doubtful accounts of $68 and $62
3,185

 
3,861

Inventories
1,390

 
1,334

Deferred income taxes
970

 
912

Other current assets
727

 
507

Total current assets
14,419

 
17,278

Long-term investments
7,233

 
6,924

Property, plant and equipment, net
3,629

 
3,478

Intangible assets, net
2,069

 
1,780

Goodwill
15,859

 
14,424

Other assets, net
1,819

 
1,965

Total assets
$
45,028

 
$
45,849

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
1,109

 
$
1,434

Accrued expenses
2,884

 
2,783

Notes converted and payable (See Note 4)
—

 
1,665

Income taxes payable
448

 
639

Deferred revenue
5,694

 
5,278

Total current liabilities
10,135

 
11,799

Income taxes payable
289

 
296

Deferred revenue
4,072

 
3,701

Deferred income taxes
363

 
421

Long-term debt (See Note 4)
5,494

 
5,494

Other liabilities
384

 
352

Total liabilities
20,737

 
22,063

Commitments and contingencies (See Note 14)


 


Shareholders’ equity:
 
 
 
Preferred stock, par value $0.01; authorized 25 shares; none outstanding
—

 
—

Common stock, par value $0.01; authorized 6,000 shares; issued and outstanding 2,035 and 2,020 shares
20

 
20

Additional paid-in capital
850

 
1,406

Retained earnings
21,997

 
21,114

Accumulated other comprehensive loss, net
(198
)
 
(239
)
Total EMC Corporation’s shareholders’ equity
22,669

 
22,301

Non-controlling interests
1,622

 
1,485

Total shareholders’ equity
24,291

 
23,786

Total liabilities and shareholders’ equity
$
45,028

 
$
45,849

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

3

EMC CORPORATION
CONSOLIDATED INCOME STATEMENTS
(in millions, except per share amounts)
(unaudited)
 
 
For the
Three Months Ended
 
For the
Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
Revenues:
 
 
 
 
 
 
 
Product sales
$
3,400

 
$
3,165

 
$
9,728

 
$
9,535

Services
2,632

 
2,374

 
7,663

 
7,005

 
6,032

 
5,539

 
17,391

 
16,540

Costs and expenses:
 
 
 
 
 
 
 
Cost of product sales
1,400

 
1,324

 
4,068

 
4,020

Cost of services
889

 
773

 
2,579

 
2,271

Research and development
767

 
686

 
2,239

 
2,056

Selling, general and administrative
1,990

 
1,809

 
5,852

 
5,308

Restructuring and acquisition-related charges
39

 
40

 
187

 
195

Operating income
947

 
907

 
2,466

 
2,690

Non-operating income (expense):
 
 
 
 
 
 
 
Investment income
29

 
26

 
100

 
93

Interest expense
(40
)
 
(58
)
 
(108
)
 
(109
)
Other expense, net
(103
)
 
(55
)
 
(245
)
 
(197
)
Total non-operating income (expense)
(114
)
 
(87
)
 
(253
)
 
(213
)
Income before provision for income taxes
833

 
820

 
2,213

 
2,477

Income tax provision
206

 
181

 
532

 
474

Net income
627

 
639

 
1,681

 
2,003

Less: Net income attributable to the non-controlling interest in VMware, Inc.
(40
)
 
(53
)
 
(113
)
 
(136
)
Net income attributable to EMC Corporation
$
587

 
$
586

 
$
1,568

 
$
1,867

 
 
 
 
 
 
 
 
Net income per weighted average share, basic attributable to EMC Corporation common shareholders
$
0.29

 
$
0.28

 
$
0.77

 
$
0.89

Net income per weighted average share, diluted attributable to EMC Corporation common shareholders
$
0.28

 
$
0.27

 
$
0.76

 
$
0.86

 
 
 
 
 
 
 
 
Weighted average shares, basic
2,032

 
2,069

 
2,033

 
2,088

Weighted average shares, diluted
2,057

 
2,165

 
2,065

 
2,176

 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.12

 
$
0.10

 
$
0.33

 
$
0.20









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

4

EMC CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)

 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
Net income
$
627

 
$
639

 
$
1,681

 
$
2,003

Other comprehensive income (loss), net of taxes (benefits):
 
 
 
 
 
 
 
Foreign currency translation adjustments
(61
)
 
12

 
(57
)
 
(44
)
Changes in market value of investments:
 
 
 
 
 
 
 
Changes in unrealized gains (losses), net of taxes (benefits) of $16, $0, $65 and $(16)
24

 
(1
)
 
107

 
(30
)
Reclassification adjustment for net losses (gains) realized in net income, net of benefits (taxes) of $(5), $0, $(11) and $(4)
(8
)
 
1

 
(19
)
 
(7
)
Net change in market value of investments
16

 
—

 
88

 
(37
)
Changes in market value of derivatives:
 
 
 
 
 
 
 
Changes in unrealized gains (losses), net of taxes (benefits) of $3, $(1), $3 and $2
10

 
(1
)
 
11

 
6

Reclassification adjustment for net losses (gains) included in net income, net of benefits (taxes) of $0, $0, $0 and $(2)
1

 
(1
)
 
(2
)
 
(9
)
Net change in the market value of derivatives
11

 
(2
)
 
9

 
(3
)
Change in actuarial net gain (loss) from pension and other postretirement plans:
 
 
 
 
 
 
 
Recognition of actuarial net gain (loss) from pension and other postretirement plans, net of taxes (benefits)
2

 
—

 
2

 
—

Reclassification adjustments for net gains from pension and other postretirement plans, net of taxes (benefits)
(1
)
 
—

 
(1
)
 
—

Net change in actuarial gain (loss) from pension and other postretirement plans
1

 
—

 
1

 
—

Other comprehensive income (loss)
(33
)
 
10

 
41

 
(84
)
Comprehensive income
594

 
649

 
1,722

 
1,919

Less: Net income attributable to the non-controlling interest in VMware, Inc.
(40
)
 
(53
)
 
(113
)
 
(136
)
Less: Other comprehensive (income) loss attributable to the non-controlling interest in VMware, Inc.
1

 
(1
)
 
—

 
1

Comprehensive income attributable to EMC Corporation
$
555

 
$
595

 
$
1,609

 
$
1,784











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

5

EMC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
 
For the Nine Months Ended
 
September 30,
2014
 
September 30,
2013
Cash flows from operating activities:
 
 
 
Cash received from customers
$
19,005

 
$
18,065

Cash paid to suppliers and employees
(13,868
)
 
(12,740
)
Dividends and interest received
119

 
118

Interest paid
(67
)
 
(19
)
Income taxes paid
(897
)
 
(691
)
Net cash provided by operating activities
4,292

 
4,733

Cash flows from investing activities:
 
 
 
Additions to property, plant and equipment
(693
)
 
(673
)
Capitalized software development costs
(382
)
 
(342
)
Purchases of short- and long-term available-for-sale securities
(7,989
)
 
(8,630
)
Sales of short- and long-term available-for-sale securities
6,396

 
3,540

Maturities of short- and long-term available-for-sale securities
2,135

 
1,386

Business acquisitions, net of cash acquired
(1,771
)
 
(616
)
Purchases of strategic and other related investments
(101
)
 
(109
)
Sales of strategic and other related investments
38

 
10

Joint venture funding
(163
)
 
(268
)
Proceeds from divestiture of business
—

 
38

Increase in restricted cash
(76
)
 
—

Net cash used in investing activities
(2,606
)
 
(5,664
)
Cash flows from financing activities:
 
 
 
Proceeds from the issuance of EMC’s common stock
445

 
302

Proceeds from the issuance of VMware’s common stock
158

 
185

EMC repurchase of EMC’s common stock
(1,374
)
 
(1,965
)
EMC purchase of VMware’s common stock
—

 
(160
)
VMware repurchase of VMware’s common stock
(450
)
 
(392
)
Excess tax benefits from stock-based compensation
85

 
102

Payment of long- and short-term obligations
(1,665
)
 
(14
)
Proceeds from long- and short-term obligations
—

 
5,460

Contributions from non-controlling interests
7

 
105

Dividend payment
(644
)
 
(209
)
Net cash (used in) provided by financing activities
(3,438
)
 
3,414

Effect of exchange rate changes on cash and cash equivalents
(84
)
 
(42
)
Net increase (decrease) in cash and cash equivalents
(1,836
)
 
2,441

Cash and cash equivalents at beginning of period
7,891

 
4,714

Cash and cash equivalents at end of period
$
6,055

 
$
7,155

Reconciliation of net income to net cash provided by operating activities:
 
 
 
Net income
$
1,681

 
$
2,003

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
1,370

 
1,215

Non-cash interest expense on debt
—

 
82

Non-cash restructuring and other special charges
14

 
10

Stock-based compensation expense
770

 
700

Provision for (recovery of) doubtful accounts
11

 
(2
)
Deferred income taxes, net
(246
)
 
(31
)
Excess tax benefits from stock-based compensation
(85
)
 
(102
)
Gain on previously held interests in strategic investments
(45
)
 
—

Impairment of strategic investment
33

 
—

Other, net
20

 
23

Changes in assets and liabilities, net of acquisitions:
 
 
 
Accounts and notes receivable
756

 
521

Inventories
(252
)
 
(382
)
Other assets
169

 
122

Accounts payable
(304
)
 
45

Accrued expenses
(234
)
 
(321
)
Income taxes payable
(122
)
 
(176
)
Deferred revenue
730

 
1,006

Other liabilities
26

 
20

Net cash provided by operating activities
$
4,292

 
$
4,733

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

6

EMC CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)
(unaudited)

For the nine months ended September 30, 2014: 
  
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Non-controlling
Interests
 
Shareholders’
Equity
Shares
 
Par Value
 
 
 
 
 
Balance, January 1, 2014
2,020

 
$
20

 
$
1,406

 
$
21,114

 
$
(239
)
 
$
1,485

 
$
23,786

Stock issued through stock option and stock purchase plans
29

 
—

 
445

 
—

 
—

 
—

 
445

Tax benefit from stock options exercised
—

 
—

 
80

 
—

 
—

 
—

 
80

Restricted stock grants, cancellations and withholdings, net
9

 
—

 
(101
)
 
—

 
—

 
—

 
(101
)
Repurchase of common stock
(52
)
 
—

 
(1,374
)
 
—

 
—

 
—

 
(1,374
)
Stock options issued in business acquisitions
—

 
—

 
33

 
—

 
—

 
—

 
33

Stock-based compensation
—

 
—

 
787

 
—

 
—

 
—

 
787

Cash dividends declared
—

 
—

 
—

 
(685
)
 
—

 
—

 
(685
)
Impact from equity transactions of non-controlling interests
—

 
—

 
(426
)
 
—

 
—

 
24

 
(402
)
Actuarial gain on pension plan
—

 
—

 
—

 
—

 
1

 
—

 
1

Change in market value of investments
—

 
—

 
—

 
—

 
88

 
—

 
88

Change in market value of derivatives
—

 
—

 
—

 
—

 
9

 
—

 
9

Translation adjustment
—

 
—

 
—

 
—

 
(57
)
 
—

 
(57
)
Convertible debt conversions and warrant settlement
29

 
—

 
—

 
—

 
—

 
—

 
—

Net income
—

 
—

 
—

 
1,568

 
—

 
113

 
1,681

Balance, September 30, 2014
2,035

 
$
20

 
$
850

 
$
21,997

 
$
(198
)
 
$
1,622

 
$
24,291


For the nine months ended September 30, 2013:
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Non-controlling
Interests
 
Shareholders’
Equity
Shares
 
Par Value
 
 
 
 
 
Balance, January 1, 2013
2,107

 
$
21

 
$
3,691

 
$
18,853

 
$
(208
)
 
$
1,167

 
$
23,524

Stock issued through stock option and stock purchase plans
21

 
—

 
302

 
—

 
—

 
—

 
302

Tax benefit from stock options exercised
—

 
—

 
115

 
—

 
—

 
—

 
115

Restricted stock grants, cancellations and withholdings, net
10

 
—

 
(115
)
 
—

 
—

 
—

 
(115
)
Repurchase of common stock
(80
)
 
—

 
(2,000
)
 
—

 
—

 
—

 
(2,000
)
Stock options issued in business acquisitions

—

 
—

 
1

 
—

 
—

 
—

 
1

EMC purchase of VMware stock
—

 
—

 
(124
)
 
—

 
—

 
(26
)
 
(150
)
Stock-based compensation
—

 
—

 
706

 
—

 
—

 
—

 
706

Cash dividends declared
—

 
—

 
—

 
(422
)
 
—

 
—

 
(422
)
Impact from equity transactions of non-controlling interests
—

 
—

 
(336
)
 
—

 
—

 
152

 
(184
)
Change in market value of investments
—

 
—

 
—

 
—

 
(36
)
 
(1
)
 
(37
)
Change in market value of derivatives

—

 
—

 
—

 
—

 
(3
)
 
—

 
(3
)
Translation adjustment
—

 
—

 
—

 
—

 
(44
)
 
—

 
(44
)
Convertible debt conversions and warrant settlement

—

 
—

 
—

 
—

 
—

 
—

 
—

Reclassification of convertible debt from mezzanine (Note 4)
—

 
—

 
49

 
—

 
—

 
—

 
49

Net income
—

 
—

 
—

 
1,867

 
—

 
136

 
2,003

Balance, September 30, 2013
2,058

 
$
21

 
$
2,289

 
$
20,298

 
$
(291
)
 
$
1,428

 
$
23,745


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

7
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 manages the Company as part of a federation of businesses: EMC Information Infrastructure, VMware Virtual Infrastructure and Pivotal.
EMC’s Information Infrastructure business provides a foundation for organizations to store, manage, protect, analyze and secure ever-increasing quantities of information, while at the same time improving business agility, lowering cost, and enhancing competitive advantage. 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 infrastructure solutions utilized by organizations to help them transform the way they build, deliver and consume IT resources. VMware’s virtualization infrastructure solutions, which include a suite of products and services designed to deliver a software-defined data center, 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.
EMC's Pivotal business ("Pivotal") was formed in the second quarter of 2013. Pivotal unites strategic technology, people and programs formerly within EMC and VMware, including Greenplum, Cloud Foundry, Spring, Cetas, Pivotal Labs, GemFire and other products. Pivotal is building a new platform comprising next-generation data fabrics, application fabrics and a cloud independent platform-as-a-service ("PaaS").
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, as well as VMware and Pivotal, companies 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, 2013 which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2014.
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 nine-month periods ended September 30, 2014 and 2013.
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, the shares issuable under our $1.725 billion 1.75% convertible senior notes due 2013 (the "2013 Notes") and the 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.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year's presentation. During the first quarter of 2014, the Information Storage segment acquired the Data Computing Appliance and implementation services businesses from the Pivotal segment. The acquisition of these businesses was accounted for as a business combination between entities under common control. We reflected the impact of the transaction in our segment and included the financial results of the acquired businesses in the Information Storage segment and excluded these from the Pivotal segment for the three and nine months ended September 30, 2014. We recast the segment disclosures for the prior financial reporting period to present the impact of the transaction. None of

8
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


the segment reclassifications impact EMC's previously reported consolidated financial statements. See Note 15 for further discussion of the segment reclassifications.
Recent Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (“FASB”) issued a standards update on the presentation of financial statements with the presumption that the reporting entity will continue as a going concern which clarifies management's responsibility for identifying and disclosing conditions and events that might give rise to going concern accounting. The standard is effective beginning January 1, 2016, with early adoption permitted. We do not expect it to have an impact on our consolidated financial position, results of operations or cash flows. 

In June 2014, the FASB issued a standards update on accounting for share-based payments when the terms of the award provide that a performance target could be achieved after a requisite service period. The standard is effective beginning January 1, 2016, with early adoption permitted. We do not expect it to have a material impact on our consolidated financial position, results of operations or cash flows. 

In May 2014, the FASB issued a standard on revenue recognition providing a single, comprehensive revenue recognition model for all contracts with customers. The revenue standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective beginning January 1, 2017, with no early adoption permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We are currently evaluating the adoption method options and the impact of the new guidance on our consolidated financial statements.

In April 2014, the FASB issued new accounting guidance on reporting discontinued operations and disclosures of disposals of components of an entity which clarifies the scope of what should be reported as discontinued operations and expands required disclosures. This new guidance is effective beginning January 1, 2015, with early adoption permitted. The impact of this guidance will be dependent on the nature and significance of any transactions within the scope of this new guidance.

In July 2013, the FASB issued new accounting guidance on the presentation of unrecognized tax benefits. This new guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists, with limited exceptions. The prospective adoption of this new accounting guidance in the first quarter of 2014 did not have a material impact on our consolidated financial position, results of operations or cash flows.

In March 2013, the FASB issued guidance that requires a parent company to release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The adoption of this new accounting guidance in the first quarter of 2014 did not have a material impact on our consolidated financial position, results of operations or cash flows.

2.  Non-controlling Interests
The non-controlling interests’ share of equity in VMware is reflected as non-controlling interests in the accompanying consolidated balance sheets and was $1,517 million and $1,380 million as of September 30, 2014 and December 31, 2013, respectively. At September 30, 2014, EMC held approximately 97% of the combined voting power of VMware’s outstanding common stock and approximately 80% of the economic interest in VMware.

9
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The effect of changes in our ownership interest in VMware on our equity was as follows (table in millions):
 
For the Nine Months Ended
 
September 30,
2014
 
September 30,
2013
Net income attributable to EMC Corporation
$
1,568

 
$
1,867

Transfers (to) from the non-controlling interest in VMware, Inc.:
 
 
 
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity issuances
84

 
90

Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other equity activity
(510
)
 
(426
)
Net transfers (to) from non-controlling interest
(426
)
 
(336
)
Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.
$
1,142

 
$
1,531


The non-controlling interests' share of equity in Pivotal is reflected as a component of the non-controlling interests in the accompanying consolidated balance sheets as $105 million at both September 30, 2014 and December 31, 2013. At September 30, 2014, EMC held approximately 84% of the economic interest in Pivotal. General Electric Company's ("GE") interest in Pivotal is in the form of a preferred equity instrument. Consequently, there is no net income attributable to non-controlling interest related to Pivotal on the consolidated income statements. Additionally, due to the terms of the preferred instrument, GE's non-controlling interest on the consolidated balance sheets is generally not impacted by Pivotal's equity related activity. The preferred equity instrument is convertible into common shares at GE’s election at any time.
3.  Business Combinations, Intangibles and Goodwill

Acquisition of AirWatch

On February 24, 2014, VMware acquired all of the outstanding capital stock of A.W.S. Holding, LLC ("AirWatch Holding"), the sole member and equity holder of AirWatch LLC ("AirWatch"). AirWatch is a leader in enterprise mobile management and security solutions. VMware acquired AirWatch to expand its solutions within the enterprise mobile and security space. The aggregate consideration paid for AirWatch was $1,092 million, net of cash acquired, including cash of $1,068 million and the fair value of assumed unvested equity attributed to pre-combination services totaling $24 million.

Merger consideration totaling $300 million was payable to certain employees of AirWatch subject to specified future employment conditions and will be recognized as expense over the requisite service period. Compensation expense totaling $101 million was recognized from the date of acquisition through September 30, 2014.

The following table summarizes the allocation of the consideration to the fair value of the assets acquired and net liabilities assumed, net of cash acquired (table in millions):
Other current assets
$
60

Intangible assets:
 
   Purchased technology (weighted-average useful life of 6 years)
118

   Customer relationships and customer lists (weighted-average useful life of 8 years)
78

   Trademarks and tradenames (weighted-average useful life of 8 years)
40

   Other (weighted-average useful life of 3 years)
14

       Total intangible assets, net, excluding goodwill
250

Goodwill
879

Other assets
17

       Total assets acquired
1,206

Unearned revenue
(45
)
Other assumed liabilities, net of acquired assets
(69
)
       Total net liabilities assumed
(114
)
           Fair value of assets acquired and net liabilities assumed
$
1,092



10
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


These VMware intangible assets are being amortized on a straight-line basis. Goodwill is calculated as the excess of the consideration over the fair value of the net assets, including intangible assets, recognized and primarily related to expected synergies from the transaction. The majority of the goodwill and identifiable intangible assets are expected to be deductible for U.S. federal income tax purposes. The results of this acquisition 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 company were not material to our consolidated results of operations for the three and nine months ended September 30, 2014 or 2013.

Other Acquisitions

During the nine months ended September 30, 2014, EMC acquired three companies. We acquired all of the outstanding capital stock of DSSD, Inc., a developer of an innovative new rack-scale flash storage architecture for I/O-intensive in-memory databases and Big Data workloads, and TwinStrata, Inc., a provider of advanced tiering cloud technology. These acquisitions complement and expand our Information Storage segment. We also acquired Symplified, Inc., a provider of a comprehensive cloud identity solution that helps service-oriented IT organizations simplify user access, regain visibility and control over application usage and meet security and compliance requirements, which complements and expands our RSA Information Security segment.

Additionally, during the nine months ended September 30, 2014, VMware acquired all of the outstanding common stock of CloudVolumes, Inc., a provider of real-time application delivery technology that enables enterprises to deliver native applications to virtualized environments on-demand.

The aggregate consideration for these four acquisitions was $800 million, which consisted of $735 million of cash consideration, net of cash acquired, $9 million for the fair value of assumed unvested equity attributed to pre-combination services and $11 million in contingent consideration attributed to pre-combination services which is included in accrued expenses on the consolidated balance sheets. In connection with these acquisitions, we had a $45 million gain on previously held interests in strategic investments. This was recognized in other expense, net in the consolidated income statements in the second quarter of 2014. The consideration 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 $563 million, $325 million and $88 million, respectively.

The intangible assets acquired were comprised of developed technology and software license intangible assets which have a weighted-average amortization period of 7 years. Most of our intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized; the remainder are amortized on a straight-line basis. Goodwill is calculated as the excess of the consideration over the fair value of the net assets, including intangible assets, and is primarily related to expected synergies from the transaction. The goodwill is not deductible for U.S. federal income tax purposes. 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 to our consolidated results of operations for the three and nine months ended September 30, 2014 or 2013.

Intangible Assets
Intangible assets, excluding goodwill, as of September 30, 2014 and December 31, 2013 consist of (tables in millions): 
 
September 30, 2014
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Book Value
Purchased technology
$
2,807

 
$
(1,607
)
 
$
1,200

Patents
225

 
(113
)
 
112

Software licenses
105

 
(92
)
 
13

Trademarks and tradenames
212

 
(131
)
 
81

Customer relationships and customer lists
1,463

 
(944
)
 
519

Leasehold interest
147

 
(15
)
 
132

Other
44

 
(32
)
 
12

Total intangible assets, excluding goodwill
$
5,003

 
$
(2,934
)
 
$
2,069


11
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


 
December 31, 2013
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Book Value
Purchased technology
$
2,356

 
$
(1,429
)
 
$
927

Patents
225

 
(102
)
 
123

Software licenses
101

 
(90
)
 
11

Trademarks and tradenames
171

 
(118
)
 
53

Customer relationships and customer lists
1,386

 
(855
)
 
531

Leasehold interest
145

 
(11
)
 
134

Other
28

 
(27
)
 
1

Total intangible assets, excluding goodwill
$
4,412

 
$
(2,632
)
 
$
1,780

 
Goodwill
Changes in the carrying amount of goodwill, net, on a consolidated basis and by segment, for the nine months ended September 30, 2014 consist of (table in millions): 
 
Nine Months Ended September 30, 2014
 
Information
Storage
 
Information
Intelligence
Group
 
RSA
Information
Security
 
Pivotal
 
VMware
Virtual
Infrastructure
 
Total
Balance, beginning of the period
$
7,486

 
$
1,487

 
$
2,203

 
$
177

 
$
3,071

 
$
14,424

Goodwill resulting from acquisitions
526

 
—

 
—

 
—

 
916

 
1,442

Finalization of purchase price allocations and other, net
2

 
(1
)
 
—

 
—

 
(8
)
 
(7
)
Goodwill transferred in acquisition of Pivotal businesses
6

 
—

 
—

 
(6
)
 
—

 
—

Balance, end of the period
$
8,020

 
$
1,486

 
$
2,203

 
$
171

 
$
3,979

 
$
15,859


During the first quarter of 2014, the Information Storage segment acquired the Data Computing Appliance and implementation services businesses from the Pivotal segment. The transfer of goodwill pursuant to this acquisition is shown above for the nine months ended September 30, 2014. For both transactions, the amount of transferred goodwill was determined using the relative fair value method. See Note 15 for further discussion of the segment reclassifications.

4.  Debt

Long-Term Debt

In June 2013, we issued $5.5 billion aggregate principal amount of senior notes (collectively, the "Notes") which pay a fixed rate of interest semi-annually in arrears. The first interest payment occurred on December 2, 2013. The proceeds from the Notes have been used to satisfy the cash payment obligation of the converted 2013 Notes as well as for general corporate purposes including stock repurchases, dividend payments, business acquisitions, working capital needs and other business opportunities. The Notes of each series are senior, unsecured obligations of EMC and are not convertible or exchangeable. Unless previously purchased and canceled, we will repay the Notes of each series at 100% of the principal amount, together with accrued and unpaid interest thereon, at maturity. However, EMC has the right to redeem any or all of the Notes at specified redemption prices. As of September 30, 2014, we were in compliance with all debt covenants, which are customary in nature.

Our long-term debt as of September 30, 2014 was as follows (dollars in millions):
Senior Notes
 
Issued at Discount
to Par
 
Carrying
Value
$2.5 billion 1.875% Notes due 2018
 
99.943
%
 
$
2,499

$2.0 billion 2.650% Notes due 2020
 
99.760
%
 
1,996

$1.0 billion 3.375% Notes due 2023
 
99.925
%
 
999

 
 
 
 
$
5,494


12
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



The unamortized discount on the Notes consists of $6 million, which will be fully amortized by June 1, 2023. The effective interest rate on the Notes was 2.54% for both the three and nine months ended September 30, 2014.

Convertible Debt

In November 2006, we issued our $1.725 billion 1.75% convertible senior notes due 2011 (the “2011 Notes”) and our 2013 Notes for total gross proceeds of $3.5 billion. The 2011 Notes matured and were settled in 2012.

The 2013 Notes matured and a majority of the noteholders exercised their right to convert the outstanding 2013 Notes as of December 31, 2013. Pursuant to the settlement terms, the majority of the converted 2013 Notes were settled on January 7, 2014. At that time, we paid the noteholders $1.7 billion in cash for the outstanding principal and 35 million shares for the $858 million in excess of the conversion value over the principal amount, as prescribed by the terms of the 2013 Notes.

With respect to the conversion value in excess of the principal amount of the 2013 Notes converted, we elected to settle the excess with 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 actual conversion rate for the 2013 Notes was 62.6978 shares of our common stock per one thousand dollars of principal amount of 2013 Notes, which represents a 26.5% conversion premium from the date the 2013 Notes were issued and is equivalent to a conversion price of approximately $15.95 per share of our common stock.

The 2013 Notes paid 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 2013 Notes was 5.6% for both the three and nine months ended September 30, 2013.

The following table represent the key components of our interest expense on convertible debt for the three and nine months ended September 30, 2013 (table in millions):
 
September 30, 2013
 
Three Months Ended
 
Nine Months Ended
Contractual interest expense on the coupon

$
7

 
$
22

Amortization of the discount component recognized as interest expense
17

 
49

Total interest expense on the convertible debt
$
24

 
$
71

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 allowed 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 covered, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock. We paid an aggregate amount of $669 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 2011, we exercised approximately half of the Purchased Options in connection with the planned settlements of the 2011 Notes. In the fourth quarter of 2013, we exercised the remaining 108 million of the Purchased Options in conjunction with the planned settlements of the 2013 Notes, and we received 35 million shares of net settlement on January 7, 2014, representing the excess conversion value of the options. 

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 million from the sale of the associated warrants. Upon exercise, the value of the warrants was required to be settled in shares. Approximately half of the associated warrants were exercised in 2012 and the remaining 109 million associated warrants were exercised between February 18, 2014 and March 17, 2014 and were settled with 29 million shares of our common stock.

The Purchased Options and associated warrants had the effect of increasing the conversion price of the 2013 Notes to approximately $19.31 per share of our common stock, representing an approximate 53% 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.

13
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Interest Rate Swap Contracts
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 ten year 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.
During 2011 and 2012, we settled the swaps and replaced them with new interest rate swap contracts for revised forecasted debt issuance dates. Each of these new swaps was deemed as an effective hedge as the notional amounts and other terms matched the underlying hedged item and accordingly, losses on the interest rate swap contracts were deferred as they were expected to be realized over the life of the new debt issued under the related interest rate swap contracts. In the second half of 2012, we settled the interest rate swap contracts and did not replace them. Losses on the swaps at the time of settlement of $176 million were deferred as they were expected to be realized over the life of the new debt issued under the related interest rate swap contracts. The accumulated realized losses related to the settled swaps included in accumulated other comprehensive income are realized over the remaining life of our ten year Notes.
During the three months ending September 30, 2014, $6 million in losses were reclassified from other comprehensive income and recognized as interest expense in the consolidated income statements.
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 September 30, 2014, 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 September 30, 2014 and December 31, 2013. At September 30, 2014 and December 31, 2013, 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 September 30, 2014 and December 31, 2013, auction rate securities were valued using a discounted cash flow model.
 

14
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The following tables summarize the composition of our short- and long-term investments at September 30, 2014 and December 31, 2013 (tables in millions):
 
September 30, 2014
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
(Losses)
 
Aggregate
Fair Value
U.S. government and agency obligations
$
2,321

 
$
3

 
$
(2
)
 
$
2,322

U.S. corporate debt securities
2,285

 
3

 
(3
)
 
2,285

High yield corporate debt securities
559

 
11

 
(9
)
 
561

Asset-backed securities
31

 
—

 
—

 
31

Municipal obligations
984

 
3

 
—

 
987

Auction rate securities
56

 
—

 
(4
)
 
52

Foreign debt securities
2,746

 
3

 
(2
)
 
2,747

Total fixed income securities
8,982

 
23

 
(20
)
 
8,985

Publicly traded equity securities
152

 
197

 
(9
)
 
340

Total
$
9,134

 
$
220

 
$
(29
)
 
$
9,325

We held approximately $2,747 million in foreign debt securities at September 30, 2014. These securities have an average credit rating of A+, and approximately 5% of these securities are deemed sovereign debt with an average credit rating of AA+. None of the securities deemed sovereign debt are from Argentina, Greece, Italy, Ireland, Portugal, Spain or Cyprus.
 
December 31, 2013
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
(Losses)
 
Aggregate
Fair Value
U.S. government and agency obligations
$
3,726

 
$
4

 
$
(3
)
 
$
3,727

U.S. corporate debt securities
2,260

 
8

 
(2
)
 
2,266

High yield corporate debt securities
515

 
19

 
(3
)
 
531

Municipal obligations
860

 
3

 
—

 
863

Auction rate securities
63

 
—

 
(3
)
 
60

Foreign debt securities
2,152

 
6

 
(3
)
 
2,155

Total fixed income securities
9,576

 
40

 
(14
)
 
9,602

Publicly traded equity securities
72

 
24

 
(1
)
 
95

Total
$
9,648

 
$
64

 
$
(15
)
 
$
9,697



15
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The following tables represent our fair value hierarchy for our financial assets and liabilities measured at fair value as of September 30, 2014 and December 31, 2013 (tables in millions):
 
September 30, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash
$
1,590

 
$
—

 
$
—

 
$
1,590

Cash equivalents
3,965

 
500

 
—

 
4,465

U.S. government and agency obligations
1,316

 
1,006

 
—

 
2,322

U.S. corporate debt securities
—

 
2,285

 
—

 
2,285

High yield corporate debt securities
—

 
561

 
—

 
561

Asset-backed securities
—

 
31

 
—

 
31

Municipal obligations
—

 
987

 
—

 
987

Auction rate securities
—

 
—

 
52

 
52

Foreign debt securities
—

 
2,747

 
—

 
2,747

Publicly traded equity securities
340

 
—

 
—

 
340

Total cash and investments
$
7,211

 
$
8,117

 
$
52

 
$
15,380

Other items:
 
 
 
 
 
 
 
Strategic investments held at cost
$
—

 
$
—

 
$
312

 
$
312

Investment in joint venture
—

 
—

 
36

 
36

Long-term debt carried at discounted cost
—

 
(5,475
)
 
—

 
(5,475
)
Foreign exchange derivative assets
—

 
74

 
—

 
74

Foreign exchange derivative liabilities
—

 
(105
)
 
—

 
(105
)
Commodity derivative assets
—

 
2

 
—

 
2

 
December 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash
$
1,725

 
$
—

 
$
—

 
$
1,725

Cash equivalents
5,674

 
492

 
—

 
6,166

U.S. government and agency obligations
1,797

 
1,930

 
—

 
3,727

U.S. corporate debt securities
—

 
2,266

 
—

 
2,266

High yield corporate debt securities
—

 
531

 
—

 
531

Municipal obligations
—

 
863

 
—

 
863

Auction rate securities
—

 
—

 
60

 
60

Foreign debt securities
—

 
2,155

 
—

 
2,155

Publicly traded equity securities
95

 
—

 
—

 
95

Total cash and investments
$
9,291

 
$
8,237

 
$
60

 
$
17,588

Other items:
 
 
 
 
 
 
 
Strategic investments held at cost
$
—

 
$
—

 
$
379

 
$
379

Investment in joint venture
—

 
—

 
35

 
35

Convertible debt carried at discounted cost
—

 
(5,419
)
 
—

 
(5,419
)
Foreign exchange derivative assets
—

 
31

 
—

 
31

Foreign exchange derivative liabilities
—

 
(20
)
 
—

 
(20
)
Commodity derivative assets
—

 
4

 
—

 
4


Our auction rate securities are predominantly rated investment grade and are primarily collateralized by student loans. The underlying loans of all but one of our auction rate securities, with a market value of $7 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.

16
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


To determine the estimated fair value of our investment in auction rate securities, we use a discounted cash flow model using a five year time horizon. As of September 30, 2014, the coupon rates used ranged from 0% to 3% 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 September 30, 2014. 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 both September 30, 2014 and December 31, 2013 due to the narrowing of credit spreads on AA-rated banks during 2013 and into 2014.
The following table provides a summary of changes in fair value of our Level 3 auction rate securities for the three and nine months ended September 30, 2014 and 2013 (table in millions):
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Balance, beginning of the period
$
59

 
$
68

 
$
60

 
$
70

Calls at par value
(7
)
 
—

 
(7
)
 
(1
)
Other-than-temporary impairment loss
—

 
—

 
—

 
(1
)
(Increase) decrease in previously recognized unrealized losses included in other comprehensive income
—

 
(1
)
 
(1
)
 
(1
)
Balance, end of the period
$
52

 
$
67

 
$
52

 
$
67

 
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.
EMC has a 49% ownership percentage of LenovoEMC Limited, a joint venture with Lenovo that was formed in 2012. We account for our LenovoEMC joint venture using the fair value method of accounting. To determine the estimated fair value at inception of our investment, we used a discounted cash flow model using a three year time horizon, and utilized a discount rate of 6%, which represented the incremental borrowing rate for a market participant. The assumptions used in preparing the discounted cash flow model include an analysis of estimated Lenovo NAS revenue against a prescribed target as well as consideration of the purchase price put and call features included in the joint venture agreement. The put and call features create a floor and a cap on the fair value of the investment. As such, there is a limit to the impact on the fair value that would result from significant changes in the unobservable inputs. We had no changes to the assumptions utilized in the fair value calculation in the third quarter of 2014.

The following table provides a summary of changes in fair value of our LenovoEMC joint venture for the three and nine months ended September 30, 2014 and 2013 (table in millions):
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Balance, beginning of the period
$
36

 
$
34

 
$
35

 
$
33

Realized gain included in other expense, net
—

 
—

 
1

 
1

Balance, end of period
$
36

 
$
34

 
$
36

 
$
34


The carrying value of the strategic investments held at cost were accounted for under the cost method. As part of our quarterly impairment review, we perform a fair value calculation of our strategic investments held at cost 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 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.

17
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Investment Losses

Unrealized losses on investments at September 30, 2014 by investment category and length of time the investment has been in a continuous unrealized loss position are as follows (table in millions):
 
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
$
938

 
$
(2
)
 
$
—

 
$
—

 
$
938

 
$
(2
)
U.S. corporate debt securities
986

 
(3
)
 
—

 
—

 
986

 
(3
)
High yield corporate debt securities
264

 
(9
)
 
—

 
—

 
264

 
(9
)
Auction rate securities
—

 
—

 
52

 
(4
)
 
52

 
(4
)
Foreign debt securities
1,159

 
(2
)
 
—

 
—

 
1,159

 
(2
)
Publicly traded equity securities
21

 
(8
)
 
—

 
(1
)
 
21

 
(9
)
Total
$
3,368

 
$
(24
)
 
$
52

 
$
(5
)
 
$
3,420

 
$
(29
)
For all of our securities for which the amortized cost basis was greater than the fair value at September 30, 2014, 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 and the time to maturity.
In the second quarter of 2014, an unrealized gain of $88 million was recorded in other comprehensive income related to a strategic investment which completed an initial public offering in June 2014. This investment was reclassified from our portfolio of strategic investments held at cost to publicly traded equity securities. An additional unrealized gain of $76 million related to this strategic investment was recorded in other comprehensive income during the third quarter of 2014.
Contractual Maturities
The contractual maturities of fixed income securities held at September 30, 2014 are as follows (table in millions):
 
September 30, 2014
 
Amortized
Cost Basis
 
Aggregate
Fair Value
Due within one year
$
2,039

 
$
2,041

Due after 1 year through 5 years
5,974

 
5,978

Due after 5 years through 10 years
550

 
550

Due after 10 years
419

 
416

Total
$
8,982

 
$
8,985


Short-term investments on the consolidated balance sheet include $51 million in variable rate notes which have contractual maturities in 2014, and are not classified within investments due within one year above.

6.  Inventories
Inventories consist of (table in millions):
 
September 30,
2014
 
December 31,
2013
Work-in-process
$
694

 
$
696

Finished goods
696

 
638

 
$
1,390

 
$
1,334


18
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


7.  Accounts and Notes Receivable and Allowance for Credit Losses
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 on the consolidated balance sheets. 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 September 30, 2014 were as follows (table in millions):
Year
Contractual Amounts
Due Under Leases
Due within one year
$
77

Due within two years
52

Due within three years
41

Thereafter
2

Total
172

Less: Amounts representing interest
5

Present value
167

Current portion (included in accounts and notes receivable)
74

Long-term portion (included in other assets, net)
$
93

Subsequent to September 30, 2014, we sold $7 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 September 30, 2014, 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 nine months ended September 30, 2014 and 2013 (table in millions):
 
For the Nine Months Ended
 
September 30,
2014
 
September 30,
2013
Balance, beginning of the period
$
9

 
$
17

Recoveries
(5
)
 
(12
)
Provisions
6

 
3

Balance, end of the period
$
10

 
$
8

 
Gross lease receivables totaled $172 million and $252 million as of September 30, 2014 and December 31, 2013, respectively, before the allowance. The components of these balances were individually evaluated for impairment and included in our allowance determination as necessary.

19
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


8.  Property, Plant and Equipment
Property, plant and equipment consist of (table in millions):
 
September 30,
2014
 
December 31,
2013
Furniture and fixtures
$
246

 
$
229

Equipment and software
6,557

 
5,973

Buildings and improvements
2,291

 
2,089

Land
160

 
132

Building construction in progress
120

 
215

 
9,374

 
8,638

Accumulated depreciation
(5,745
)
 
(5,160
)
 
$
3,629

 
$
3,478

Building construction in progress at September 30, 2014 includes $74 million for facilities not yet placed in service that we are holding for future use.
9.  Joint Venture
We make investments in joint ventures. For each joint venture investment, we consider the facts and circumstances in order to determine whether it qualifies for cost accounting, equity accounting, fair value method accounting or whether it should be consolidated.

In 2009, Cisco and EMC formed VCE Company LLC (“VCE”), with investments from VMware and Intel. 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 September 30, 2014, we have contributed $1,341 million in funding and $17 million in stock-based compensation to VCE since inception and own approximately 58% of VCE’s outstanding equity.
  
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 expense, net, in the consolidated income statements. Our consolidated share of VCE’s losses, based upon our portion of the overall funding, was approximately 65% and 64% for the three and nine months ended September 30, 2014, respectively, and 63% for both the three and nine months ended September 30, 2013. As of September 30, 2014, we have recorded net accumulated losses from VCE of $1,057 million since inception, of which $101 million and $261 million were recorded in the three and nine months ending September 30, 2014, respectively, and $75 million and $215 million were recorded in the three and nine months ended September 30, 2013, respectively.

We recognized $207 million and $550 million in revenue from sales of product and services to VCE during the three and nine months ended September 30, 2014, respectively, and $131 million and $307 million for the three and nine months ended September 30, 2013, 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 had a receivable from VCE related to the administrative services agreement of $65 million and $52 million as of September 30, 2014 and December 31, 2013, respectively, included in other current assets in the consolidated balance sheets.


20
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


10.  Accrued Expenses
Accrued expenses consist of (table in millions):
 
September 30,
2014
 
December 31,
2013
Salaries and benefits
$
1,030

 
$
1,078

Product warranties
233

 
289

Dividends payable (see Note 12)
241

 
205

Partner rebates
199

 
214

Restructuring, current (See Note 13)
117

 
84

Derivatives
103

 
23

Other
961

 
890

 
$
2,884

 
$
2,783

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 nine months ended September 30, 2014 and 2013 (table in millions):
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
Balance, beginning of the period
$
255

 
$
291

 
$
289

 
$
278

Provision
37

 
39

 
111

 
135

Amounts charged to the accrual
(59
)
 
(45
)
 
(167
)
 
(128
)
Balance, end of the period
$
233

 
$
285

 
$
233

 
$
285

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 24.7% and 24.0% for the three and nine months ended September 30, 2014, respectively. Our effective income tax rates were 22.1% and 19.1% for the three and nine months ended September 30, 2013, respectively. Our effective income tax rate is based upon estimated income before provision for income taxes 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 nine months ended September 30, 2014, 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 and state taxes. 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. For the three and nine months ended September 30, 2013, 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, state taxes and the U.S. federal tax credit for increasing research activities. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law. Some of the provisions were retroactive to January 1, 2012 including an extension of the U.S. federal tax credit for increasing research activities through December 31, 2013. Because the extension was enacted after December 31, 2012, our income tax provision for the nine months ended September 30, 2013 included the estimated federal tax credit for increasing research activities for the full year 2012 as well as the nine months ended September 30, 2013, which reduced our effective tax rate for the nine month period.


21
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Our effective income tax rates increased in the three and nine months ended September 30, 2014 from the three and nine months ended September 30, 2013 due primarily to the retroactive renewal of the U.S. federal tax credit for increasing research activities on January 2, 2013 as discussed above. The U.S. federal tax credit for increasing research activities reduced our effective income tax rate by approximately 3.0% and 4.4% for the three and nine months ended September 30, 2013, respectively. Our effective income tax rates for the three and nine months ended September 30, 2014 do not reflect any U.S. federal tax credit for increasing research activities because the credit expired on December 31, 2013. There were also differences in the mix of income attributable to foreign versus domestic jurisdictions, change in tax contingency reserves and discrete items, the net impact of which is immaterial.
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 commenced a federal income tax audit for the tax years 2009 and 2010 in the third quarter of 2012. The current federal income tax audit is ongoing and it is not expected to be completed until 2015. We also have income tax audits in process in numerous state, local and international jurisdictions. In our international jurisdictions that comprise a significant portion of our operations, the years that may be examined vary, with the earliest year being 2004. Based on the timing and outcome of examinations of EMC, the result of the expiration of statutes of limitations for specific jurisdictions 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 twelve months. While we expect the amount of unrecognized tax benefits to change in the next twelve months, we do not expect the change to have a significant impact on our results of operations or financial position.

12.  Shareholders’ Equity
The reconciliation from basic to diluted earnings per share for both the numerators and denominators is as follows (table in millions):
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
Numerator:
 
 
 
 
 
 
 
Net income attributable to EMC Corporation
$
587

 
$
586

 
$
1,568

 
$
1,867

Incremental dilution from VMware
(1
)
 
(2
)
 
(4
)
 
(5
)
Net income – dilution attributable to EMC Corporation
$
586

 
$
584

 
$
1,564

 
$
1,862

Denominator:
 
 
 
 
 
 
 
Weighted average shares, basic
2,032

 
2,069

 
2,033

 
2,088

Weighted common stock equivalents
25

 
29

 
26

 
29

Assumed conversion of the 2013 Notes and associated warrants
—

 
67

 
6

 
59

Weighted average shares, diluted
2,057

 
2,165

 
2,065

 
2,176

Due to the cash settlement feature of the principal amount of the 2013 Notes, we only included the impact of the premium feature in our diluted earnings per share calculation when the 2013 Notes were convertible due to maturity or when the average stock price exceeded 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. Approximately half of the associated warrants were exercised during the year ended December 31, 2012. The remaining 109 million warrants were exercised between February 18, 2014 and March 17, 2014. These warrants were settled with shares of our common stock. As such, we included the impact of the remaining outstanding sold warrants in our diluted earnings per share calculation during the three and nine months ended September 30, 2013 as the average stock price exceeded the exercise price, and during the nine months ended September 30, 2014 for the period the warrants were outstanding.
There were minimal antidilutive restricted stock awards, restricted stock units and options to acquire shares of our common stock excluded from the calculation of diluted earnings per share for the three months ended September 30, 2014. Restricted stock awards, restricted stock units and options to acquire shares of our common stock in the amount of 3 million for the nine months ended September 30, 2014, and 1 million and 3 million for the three and nine months ended September 30, 2013, respectively, were excluded from the calculation of diluted earnings per share because they were antidilutive. The incremental dilution from

22
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


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.
Repurchase of Common Stock
We utilize both authorized and unissued shares (including repurchased shares) for all issuances under our equity plans. Our Board of Directors authorized the repurchase of 250 million shares of our common stock in February 2013. For the nine months ended September 30, 2014, we spent $1.4 billion to repurchase 52 million shares of our common stock. Of the 250 million shares authorized for repurchase, we have repurchased 146 million shares at a total cost of $3.7 billion, leaving a remaining balance of 104 million shares authorized for future repurchases.  We plan to spend up to $6.0 billion in the repurchase of shares during the two years ending December 31, 2014. This includes $3.0 billion spent during the year ended December 31, 2013 and $3.0 billion to be spent during the year ending December 31, 2014.

Cash Dividend on Common Stock
In May 2013, our Board of Directors approved the initiation of a quarterly cash dividend to EMC shareholders of $0.10 per share of common stock. On April 17, 2014, our Board of Directors approved an increase in the quarterly cash dividend paid to EMC shareholders to $0.115 per share of common stock.
Our Board of Directors declared the following dividends during the periods presented:
Declaration Date
 
Dividend Per Share
 
Record Date
 
Total Amount (in millions)
 
Payment Date
Nine Months ended September 30, 2014:
February 6, 2014
 
$
0.10

 
April 1, 2014
 
$
209

 
April 23, 2014
April 17, 2014
 
$
0.115

 
July 1, 2014
 
$
237

 
July 23, 2014
July 30, 2014
 
$
0.115

 
October 1, 2014
 
$
239

 
October 23, 2014
 
 
 
 
 
 
 
 
 
Nine Months ended September 30, 2013:
May 30, 2013
 
$
0.10

 
July 1, 2013
 
$
212

 
July 23, 2013
August 1, 2013
 
$
0.10

 
October 1, 2013
 
$
210

 
October 23, 2013
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss), which is presented net of tax, consist of the following (table in millions):
 
Foreign Currency Translation Adjustments
 
Unrealized Net Gains on Investments
 
Unrealized Net Losses on Derivatives
 
Recognition of Actuarial Net Loss from Pension and Other Postretirement Plans
 
Accumulated Other Comprehensive Income Attributable to the Non-controlling Interest in VMware, Inc.
 
Total
Balance as of December, 31 2013(a)
$
(53
)
 
$
31

 
$
(106
)
 
$
(110
)
 
$
(1
)
 
$
(239
)
Other comprehensive income (loss) before reclassifications
(57
)
 
107

 
11

 
2

 
—

 
63

Net losses (gains) reclassified from accumulated other comprehensive income
—

 
(19
)
 
(2
)
 
(1
)
 
—

 
(22
)
Net current period other comprehensive income (loss)
(57
)
 
88

 
9

 
1

 
—

 
41

Balance as of September 30, 2014(b)
$
(110
)
 
$
119

 
$
(97
)
 
$
(109
)
 
$
(1
)
 
$
(198
)
__________________
(a)
Net of taxes (benefits) of $18 million for unrealized net gains on investments, $(66) million for unrealized net losses on derivatives and $(61) million for actuarial net loss on pension plans.
(b)
Net of taxes (benefits) of $72 million for unrealized net gains on investments, $(63) million for unrealized net losses on derivatives and $(61) million for actuarial net loss on pension plans.

23
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The amounts reclassified out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2014 are as follows (tables in millions):
Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Impacted Line Item on
Consolidated Income Statements
For the Three Months Ended September 30, 2014:
 
 
 
 
 
 
 
 
 
Net gain on investments:
 
$
13

 
Investment income
 
 
(5
)
 
Provision for income tax
Net of tax
 
$
8

 
 
 
 
 
 
 
Net gain on derivatives:
 
 
 
 
Foreign exchange contracts
 
$
12

 
Product sales revenue
Foreign exchange contracts
 
(7
)
 
Cost of product sales
Interest rate swap
 
(6
)
 
Other interest expense
Total net gain on derivatives before tax
 
(1
)
 
 
 
 
$
—

 
Provision for income tax
Net of tax
 
$
(1
)
 
 
 
 
 
 
 
Net gains from pension and other postretirement plans

 
$
1

 
Selling, general and administrative expense
 
 
—

 
Provision for income tax
Net of tax
 
$
1

 
 
Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Impacted Line Item on
Consolidated Income Statements
For the Nine Months Ended September 30, 2014:
 
 
 
 
 
 
 
 
 
Net gain on investments:
 
$
30

 
Investment income
 
 
(11
)
 
Provision for income tax
Net of tax
 
$
19

 
 
 
 
 
 
 
Net gain on derivatives:
 
 
 
 
Foreign exchange contracts
 
$
15

 
Product sales revenue
Foreign exchange contracts
 
(7
)
 
Cost of product sales
Interest rate swap
 
(6
)
 
Other interest expense
Total net gain on derivatives before tax
 
2

 
 
 
 
$
—

 
Provision for income tax
Net of tax
 
$
2

 
 
 
 
 
 
 
Net gains from pension and other postretirement plans
 
$
1

 
Selling, general and administrative expense
 
 
—

 
Provision for income tax
Net of tax
 
$
1

 
 

24
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



13.  Restructuring and Acquisition-Related Charges

For the three and nine months ended September 30, 2014, we incurred restructuring and acquisition-related charges of $39 million and $187 million, respectively. For the three and nine months ended September 30, 2013, we incurred restructuring and acquisition-related charges of $40 million and $195 million, respectively. For the three and nine months ended September 30, 2014, EMC incurred $31 million and $175 million, respectively, of restructuring charges, primarily related to our current year restructuring programs, and during the three and nine months ended September 30, 2014, EMC incurred $2 million and $3 million, respectively, of charges in connection with acquisitions for financial, advisory, legal and accounting services. For the three and nine months ended September 30, 2014, VMware recognized $6 million and $4 million, respectively, of restructuring charges, primarily related to its current year restructuring program. For the nine months ended September 30, 2014, VMware incurred $5 million of charges in connection with acquisitions for financial, advisory, legal and accounting services. For the three and nine months ended September 30, 2013, EMC incurred $30 million and $116 million, respectively, of restructuring charges, primarily related to our 2013 restructuring programs. For the three and nine months ended September 30, 2013, VMware incurred $1 million and $54 million, respectively, of restructuring charges, primarily related to its 2013 restructuring program. For the three and nine months ended September 30, 2013, EMC incurred $4 million and $8 million, respectively, and VMware incurred $1 million and $3 million, respectively, of costs for financial, advisory, legal and accounting services in connection with acquisitions. Additionally, during the three and nine months ended September 30, 2013, VMware incurred $4 million and $14 million, respectively, of impairment charges related to its business realignment.

EMC implemented restructuring programs to create further operational efficiencies which will result in workforce reductions of approximately 1,326 positions in the first quarter, 210 positions in the second quarter and 241 positions in the third quarter of 2014. The actions will impact positions around the globe covering our Information Storage, RSA Information Security, Information Intelligence Group and Pivotal segments. All of these actions are expected to be completed within a year of the start of the program.

During the three months ended September 30, 2014, VMware initiated a business realignment plan to streamline its operations which will result in the elimination of approximately 90 positions across all major functional groups and geographies. All of these actions are expected to be completed within a year of the start of the program.

During 2013, EMC implemented a restructuring program to create further operational efficiencies which resulted in a workforce reduction of 1,917 positions, of which 1,525 positions were identified in the first and third quarters of 2013. The actions impacted positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions were completed within a year of the start of the program.

During 2013, VMware approved and initiated a business realignment plan to streamline its operations. The plan included the elimination of approximately 710 positions across all major functional groups and geographies. All of these actions were completed within a year of the start of the program.

For the three and nine months ended September 30, 2014, we recognized $2 million and $10 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 and for costs associated with terminating other contractual obligations. For the three and nine months ended September 30, 2013, we recognized $2 million and $14 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 2016.
 

25
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


The activity for the restructuring programs is presented below (tables in millions):
Three Months Ended September 30, 2014:
2014 EMC Programs
 
 
 
 
 
 
 
Category
Balance as of
June 30,
2014
 
2014
Charges
 
Utilization
 
Balance as of September 30, 2014
Workforce reductions
$
98

 
$
30

 
$
(33
)
 
$
95

Consolidation of excess facilities and other contractual obligations
3

 
2

 
(2
)
 
3

Total
$
101

 
$
32

 
$
(35
)
 
$
98

Other EMC Programs
 
 
 
 
 
 
 
Category
Balance as of
June 30,
2014
 
Adjustments to the Provision
 
Utilization
 
Balance as of September 30, 2014
Workforce reductions
$
17

 
$
(1
)
 
$
(6
)
 
$
10

Consolidation of excess facilities and other contractual obligations
18

 
—

 
(1
)
 
17

Total
$
35

 
$
(1
)
 
$
(7
)
 
$
27

Nine Months Ended September 30, 2014:
2014 EMC Programs
 
 
 
 
 
 
 
Category
Balance as of
December 31,
2013
 
2014
Charges
 
Utilization
 
Balance as of September 30, 2014
Workforce reductions
$
—

 
$
179

 
$
(84
)
 
$
95

Consolidation of excess facilities and other contractual obligations
—

 
7

 
(4
)
 
3

Total
$
—

 
$
186

 
$
(88
)
 
$
98

Other EMC Programs
 
 
 
 
 
 
 
Category
Balance as of
December 31,
2013
 
Adjustments to the Provision
 
Utilization
 
Balance as of September 30, 2014
Workforce reductions
$
66

 
$
(14
)
 
$
(42
)
 
$
10

Consolidation of excess facilities and other contractual obligations
24

 
3

 
(10
)
 
17

Total
$
90

 
$
(11
)
 
$
(52
)
 
$
27


26
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Three Months Ended September 30, 2013:
2013 EMC Programs
 
 
 
 
 
 
 
Category
Balance as of
June 30,
2013
 
2013
Charges
 
Utilization
 
Balance as of September 30, 2013
Workforce reductions
$
45

 
$
28

 
$
(21
)
 
$
52

Consolidation of excess facilities and other contractual obligations
2

 
1

 
(1
)
 
2

Total
$
47

 
$
29

 
$
(22
)
 
$
54

2013 VMware Programs
 
 
 
 
 
 
 
Category
Balance as of
June 30,
2013
 
2013
Charges
 
Utilization
 
Balance as of September 30, 2013
Workforce reductions
$
2

 
$
1

 
$
(2
)
 
$
1

Consolidation of excess facilities and other contractual obligations
—

 
—

 
—

 
—

Total
$
2

 
$
1

 
$
(2
)
 
$
1

Other EMC Programs
 
 
 
 
 
 
 
Category
Balance as of
June 30,
2013
 
2013
Charges
 
Utilization
 
Balance as of September 30, 2013
Workforce reductions
$
29

 
$
—

 
$
(6
)
 
$
23

Consolidation of excess facilities and other contractual obligations
27

 
1

 
(3
)
 
25

Total
$
56

 
$
1

 
$
(9
)
 
$
48

Nine Months Ended September 30, 2013:
2013 EMC Programs
 
 
 
 
 
 
 
Category
Balance as of
December 31,
2012
 
2013
Charges
 
Utilization
 
Balance as of September 30, 2013
Workforce reductions
$
—

 
$
110

 
$
(58
)
 
$
52

Consolidation of excess facilities and other contractual obligations
—

 
4

 
(2
)
 
2

Total
$
—

 
$
114

 
$
(60
)
 
$
54

2013 VMware Programs
 
 
 
 
 
 
 
Category
Balance as of
December 31,
2012
 
2013
Charges
 
Utilization
 
Balance as of September 30, 2013
Workforce reductions
$
—

 
$
54

 
$
(53
)
 
$
1

Consolidation of excess facilities and other contractual obligations
—

 
—

 
—

 
—

Total
$
—

 
$
54

 
$
(53
)
 
$
1

Other EMC Programs
 
 
 
 
 
 
 
Category
Balance as of
December 31,
2012
 
2013
Charges
 
Utilization
 
Balance as of September 30, 2013
Workforce reductions
$
63

 
$
(8
)
 
$
(32
)
 
$
23

Consolidation of excess facilities and other contractual obligations
28

 
10

 
(13
)
 
25

Total
$
91

 
$
2

 
$
(45
)
 
$
48


27
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


14.  Commitments and Contingencies
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 the Company as a federation of businesses: EMC Information Infrastructure, VMware Virtual Infrastructure and Pivotal. EMC Information Infrastructure operates in three segments: Information Storage, Information Intelligence Group and RSA Information Security while VMware Virtual Infrastructure and Pivotal each operate as single segments.
During the first quarter of 2014, the Information Storage segment acquired the Data Computing Appliance and implementation services businesses from the Pivotal segment. The acquisition of these businesses was accounted for as a business combination between entities under common control. We reflected the impact of the transaction on our segment for the first quarter of 2014 and included the financial results of the acquired businesses in the Information Storage segment and excluded these from the Pivotal segment. We recast the segment disclosures for the prior financial reporting period to present the impact of the transaction. None of the segment reclassifications impact EMC's previously reported consolidated financial statements.
Our management measures are designed to assess performance of these reporting 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 and acquisition-related intangible asset amortization expense. Additionally, in certain instances, infrequently occurring gains or losses are also excluded from the measures used by management in assessing segment performance. Research and development expenses, selling, general and administrative expenses and restructuring and acquisition and other related charges 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 EMC Information Infrastructure business level. EMC Information Infrastructure and Pivotal have not been allocated non-operating income (expense), net and income tax provision as these costs are managed centrally at the EMC corporate level. Accordingly, for the three segments within the EMC Information Infrastructure business, gross profit is the segment operating performance measure, while for Pivotal, operating income is the operating performance measure. The VMware Virtual Infrastructure within EMC amounts represent the revenues and expenses of VMware as reflected within EMC’s consolidated financial statements.

28
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Our segment information for the three and nine months ended September 30, 2014 and 2013 is as follows (tables in millions, except percentages):
 
EMC Information Infrastructure
 
 
 
 
 
 
 
Information
Storage
 
Information
Intelligence
Group
 
RSA
Information
Security
 
EMC
Information
Infrastructure
 
Pivotal
 
EMC Information Infrastructure plus Pivotal
Three Months Ended:
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Product revenues
$
2,595

 
$
36

 
$
114

 
$
2,745

 
$
17

 
$
2,762

Services revenues
1,456

 
118

 
147

 
1,721

 
41

 
1,762

Total consolidated revenues
4,051

 
154

 
261

 
4,466

 
58

 
4,524

 
 
 
 
 
 
 
 
 
 
 
 
Gross profit
$
2,238

 
$
100

 
$
173

 
$
2,511

 
$
27

 
$
2,538

Gross profit percentage
55.2
%
 
65.2
%
 
66.3
%
 
56.2
%
 
46.9
%
 
56.1
%
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
 
 
 
 
 
372

 
33

 
405

Selling, general and administrative
 
 
 
 
 
 
1,146

 
46

 
1,192

Restructuring and acquisition-related charges
 
 
 
 
 
 
—

 
—

 
—

Total costs and expenses
 
 
 
 
 
 
1,518

 
79

 
1,597

Operating income (expense)
 
 
 
 
 
 
$
993

 
$
(52
)
 
$
941

 
EMC
Information
Infrastructure plus Pivotal
 
VMware
Virtual
Infrastructure
within EMC
 
Corp
Reconciling
Items
 
Consolidated
Three Months Ended
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Product revenues
$
2,762

 
$
638

 
$
—

 
$
3,400

Services revenues
1,762

 
870

 
—

 
2,632

Total consolidated revenues
4,524

 
1,508

 
—

 
6,032

 
 
 
 
 
 
 

Gross profit
$
2,538

 
$
1,304

 
$
(99
)
 
$
3,743

Gross profit percentage
56.1
%
 
86.5
%
 
—
%
 
62.0
%
 
 
 
 
 
 
 
 
Research and development
405

 
263

 
99

 
767

Selling, general and administrative
1,192

 
586

 
212

 
1,990

Restructuring and acquisition-related charges
—

 
—

 
39

 
39

Total costs and expenses
1,597

 
849

 
350

 
2,796

 
 
 
 
 
 
 
 
Operating income (expense)
941

 
455

 
(449
)
 
947

 
 
 
 
 
 
 
 
Non-operating income (expense), net
(120
)
 
6

 
—

 
(114
)
Income tax provision (benefit)
207

 
99

 
(100
)
 
206

Net income
614

 
362

 
(349
)
 
627

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

 
(73
)
 
33

 
(40
)
Net income attributable to EMC Corporation
$
614

 
$
289

 
$
(316
)
 
$
587


29
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


 
EMC Information Infrastructure
 
 
 
 
 
 
 
Information
Storage
 
Information
Intelligence
Group
 
RSA
Information
Security
 
EMC
Information
Infrastructure
 
Pivotal
 
EMC Information Infrastructure plus Pivotal
Three Months Ended:
 
 
 
 
 
 
 
 
 
 
 
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Product revenues
$
2,430

 
$
32

 
$
120

 
$
2,582

 
$
20

 
$
2,602

Services revenues
1,376

 
117

 
132

 
1,625

 
27

 
1,652

Total consolidated revenues
3,806

 
149

 
252

 
4,207

 
47

 
4,254

 
 
 
 
 
 
 
 
 

 
 
Gross profit
$
2,106

 
$
94

 
$
170

 
$
2,370

 
$
29

 
$
2,399

Gross profit percentage
55.3
%
 
63.3
%
 
67.6
%
 
56.3
%
 
61.0
%
 
56.4
%
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
 
 
 
 
 
356

 
30

 
386

Selling, general and administrative
 
 
 
 
 
 
1,115

 
42

 
1,157

Restructuring and acquisition-related charges
 
 
 
 
 
 
—

 
—

 
—

Total costs and expenses
 
 
 
 
 
 
1,471

 
72

 
1,543

Operating income (expense)
 
 
 
 
 
 
$
899

 
$
(43
)
 
$
856

 
 
EMC
Information
Infrastructure plus Pivotal
 
VMware
Virtual
Infrastructure
within EMC
 
Corp
Reconciling
Items
 
Consolidated
Three Months Ended
 
 
 
 
 
 
 
September 30, 2013
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Product revenues
$
2,602

 
$
563

 
$
—

 
$
3,165

Services revenues
1,652

 
722

 
—

 
2,374

Total consolidated revenues
4,254

 
1,285

 
—

 
5,539

 
 
 
 
 
 
 
 
Gross profit
$
2,399

 
$
1,141

 
$
(98
)
 
$
3,442

Gross profit percentage
56.4
%
 
88.8
%
 
—
%
 
62.1
%
 
 
 
 
 
 
 
 
Research and development
386

 
208

 
92

 
686

Selling, general and administrative
1,157

 
493

 
159

 
1,809

Restructuring and acquisition-related charges
—

 
—

 
40

 
40

Total costs and expenses
1,543

 
701

 
291

 
2,535

 
 
 
 
 
 
 
 
Operating income (expense)
856

 
440

 
(389
)
 
907

 
 
 
 
 
 
 
 
Non-operating income (expense), net
(106
)
 
7

 
12

 
(87
)
Income tax provision (benefit)
193

 
70

 
(82
)
 
181

Net income
557

 
377

 
(295
)
 
639

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

 
(74
)
 
21

 
(53
)
Net income attributable to EMC Corporation
$
557

 
$
303

 
$
(274
)
 
$
586


30
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


 
EMC Information Infrastructure
 
 
 
 
 
 
 
Information
Storage
 
Information
Intelligence
Group
 
RSA
Information
Security
 
EMC
Information
Infrastructure
 
Pivotal
 
EMC Information Infrastructure plus Pivotal
Nine Months Ended:
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Product revenues
$
7,447

 
$
108

 
$
323

 
$
7,878

 
$
43

 
$
7,921

Services revenues
4,260

 
358

 
425

 
5,043

 
118

 
5,161

Total consolidated revenues
11,707

 
466

 
748

 
12,921

 
161

 
13,082

 
 
 
 
 
 
 
 
 
 
 
 
Gross profit
$
6,405

 
$
300

 
$
497

 
$
7,202

 
$
71

 
$
7,273

Gross profit percentage
54.7
%
 
64.4
%
 
66.4
%
 
55.7
%
 
44.3
%
 
55.6
%
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
 
 
 
 
 
1,106

 
98

 
1,204

Selling, general and administrative
 
 
 
 
 
 
3,388

 
133

 
3,521

Restructuring and acquisition-related charges
 
 
 
 
 
 
—

 
—

 
—

Total costs and expenses
 
 
 
 
 
 
4,494

 
231

 
4,725

Operating income (expense)
 
 
 
 
 
 
$
2,708

 
$
(160
)
 
$
2,548


 
EMC
Information
Infrastructure plus Pivotal
 
VMware
Virtual
Infrastructure
within EMC
 
Corp
Reconciling
Items
 
Consolidated
Nine Months Ended:
 
 
 
 
 
 
 
September 30, 2014
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Product revenues
$
7,921

 
$
1,807

 
$
—

 
$
9,728

Services revenues
5,161

 
2,502

 
—

 
7,663

Total consolidated revenues
13,082

 
4,309

 
—

 
17,391

 
 
 
 
 
 
 
 
Gross profit
$
7,273

 
$
3,761

 
$
(290
)
 
$
10,744

Gross profit percentage
55.6
%
 
87.3
%
 
—
%
 
61.8
%
 
 
 
 
 
 
 
 
Research and development
1,204

 
737

 
298

 
2,239

Selling, general and administrative
3,521

 
1,725

 
606

 
5,852

Restructuring and acquisition-related charges
—

 
—

 
187

 
187

Total costs and expenses
4,725

 
2,462

 
1,091

 
8,278

 
 
 
 
 
 
 
 
Operating income (expense)
2,548

 
1,299

 
(1,381
)
 
2,466

 
 
 
 
 
 
 
 
Non-operating income (expense), net
(285
)
 
21

 
11

 
(253
)
Income tax provision (benefit)
584

 
274

 
(326
)
 
532

Net income
1,679

 
1,046

 
(1,044
)
 
1,681

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

 
(211
)
 
98

 
(113
)
Net income attributable to EMC Corporation
$
1,679

 
$
835

 
$
(946
)
 
$
1,568


31
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


 
EMC Information Infrastructure
 
 
 
 
 
 
 
Information
Storage
 
Information
Intelligence
Group
 
RSA
Information
Security
 
EMC
Information
Infrastructure
 
Pivotal
 
EMC Information Infrastructure plus Pivotal
Nine Months Ended:
 
 
 
 
 
 
 
 
 
 
 
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Product revenues
$
7,478

 
$
115

 
$
317

 
$
7,910

 
$
48

 
$
7,958

Services revenues
4,079

 
343

 
395

 
4,817

 
76

 
4,893

Total consolidated revenues
11,557

 
458

 
712

 
12,727

 
124

 
12,851

 
 
 
 
 
 
 
 
 
 
 
 
Gross profit
$
6,429

 
$
290

 
$
471

 
$
7,190

 
$
65

 
$
7,255

Gross profit percentage
55.6
%
 
63.3
%
 
66.1
%
 
56.5
%
 
52.9
%
 
56.5
%
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
 
 
 
 
 
1,099

 
82

 
1,181

Selling, general and administrative
 
 
 
 
 
 
3,309

 
115

 
3,424

Restructuring and acquisition-related charges
 
 
 
 
 
 
—

 
—

 
—

Total costs and expenses
 
 
 
 
 
 
4,408

 
197

 
4,605

Operating income (expense)
 
 
 
 
 
 
$
2,782

 
$
(132
)
 
$
2,650


 
EMC
Information
Infrastructure plus Pivotal
 
VMware
Virtual
Infrastructure
within EMC
 
Corp
Reconciling
Items
 
Consolidated
Nine Months Ended:
 
 
 
 
 
 
 
September 30, 2013
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Product revenues
$
7,958

 
$
1,577

 
$
—

 
$
9,535

Services revenues
4,893

 
2,112

 
—

 
7,005

Total consolidated revenues
12,851

 
3,689

 
—

 
16,540

 
 
 
 
 
 
 
 
Gross profit
$
7,255

 
$
3,292

 
$
(298
)
 
$
10,249

Gross profit percentage
56.5
%
 
89.2
%
 
—
%
 
62.0
%
 
 
 
 
 
 
 
 
Research and development
1,181

 
606

 
269

 
2,056

Selling, general and administrative
3,424

 
1,432

 
452

 
5,308

Restructuring and acquisition-related charges
—

 
—

 
195

 
195

Total costs and expenses
4,605

 
2,038

 
916

 
7,559

 
 
 
 
 
 
 
 
Operating income (expense)
2,650

 
1,254

 
(1,214
)
 
2,690

 
 
 
 
 
 
 
 
Non-operating income (expense), net
(258
)
 
14

 
31

 
(213
)
Income tax provision (benefit)
594

 
247

 
(367
)
 
474

Net income
1,798

 
1,021

 
(816
)
 
2,003

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

 
(202
)
 
66

 
(136
)
Net income attributable to EMC Corporation
$
1,798

 
$
819

 
$
(750
)
 
$
1,867




32
EMC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Our revenues are attributed to the geographic areas according to the location of the customers. Revenues by geographic area are included in the following table (table in millions):
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
United States
$
3,212

 
$
2,956

 
$
9,102

 
$
8,752

Europe, Middle East and Africa
1,672

 
1,455

 
4,933

 
4,418

Asia Pacific and Japan
821

 
789

 
2,346

 
2,361

Latin America, Mexico and Canada
327

 
339

 
1,010

 
1,009

Total
$
6,032

 
$
5,539

 
$
17,391

 
$
16,540


No country other than the United States accounted for 10% or more of revenues during the three and nine months ended September 30, 2014 or 2013.

Long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets, in the United States were $4,337 million at September 30, 2014 and $4,433 million at December 31, 2013. Internationally, long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets, were $973 million at September 30, 2014 and $877 million at December 31, 2013. 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 September 30, 2014 or December 31, 2013.
16. Subsequent Events
In October 2014, EMC entered into a definitive agreement to reorganize and recapitalize VCE, which will result in EMC acquiring the controlling interest in VCE and Cisco retaining the remaining 10% ownership stake. The transaction is expected to close in the fourth quarter of 2014, subject to customary regulatory approvals. Upon closing, EMC will begin reporting the VCE financial results as part of its consolidated financial statements.

33

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.

Certain tables may not add or recalculate due to rounding.
INTRODUCTION
We manage our company as a federation of businesses, each of which plays a vital role in the delivery of IT-as-a-service ("ITaaS"): EMC Information Infrastructure, Pivotal and VMware Virtual Infrastructure. This approach allows each of the businesses to individually build best-of-breed products, go-to-market capabilities and ecosystems that they need to succeed in their respective markets while sharing the same ultimate goal of helping customers manage information which is becoming central to their operations. In 2014, we have and will continue to invest in the best technology and build the most complete portfolio to transition customers from the second platform of IT, which is primarily based on client-server computing, to the emerging and rapidly growing third platform of IT, which includes cloud computing, Big Data, mobile, social networking and security. We are a leader in the second platform of IT, which continues to support the vast majority of enterprise workloads and applications contained in these environments, and we believe we will continue to gain share in 2014. At the same time, we believe we have more offerings in the third platform of IT than anyone else and are better equipped to help customers bridge the gap as they transition from the second to third platform of IT. By segmenting our strategy and executional focus across these three businesses, we can offer customers horizontal solutions and more choices than they get from our competitors to maximize control, efficiency and choice.  We believe this strategy provides us with the opportunity to take advantage of the solid growth opportunity of EMC Information Infrastructure and the faster growth opportunities of VMware Virtual Infrastructure and Pivotal.
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 through our strong and ever expanding portfolio of offerings while investing in the business. During 2014, we have and will continue to invest in expanding our total addressable market through increased internal research and development (“R&D”), with a focus on flash, Big Data storage, software-defined storage and converged infrastructure to facilitate the enablement of cloud infrastructures, both public and private. Our investment in new technologies and solutions is reflected in our roadmap for 2014, with numerous innovations, product refreshes and brand-new products as well as continued focus on business acquisitions. We have developed a product portfolio with customers' current and future needs in mind which will continue to evolve as the largest transformation in IT history is creating enormous opportunities in cloud computing, Big Data and Trusted IT.
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 enable customers to transition to cloud computing and benefit from Big Data in the most advantageous manner for their businesses. As IT headcount grows at a fraction of the pace of data and the demands from the data center escalate, customers continue to look for simple and scalable ways to build out their ITaaS function. We offer three alternatives to help our customers transition to cloud architectures, in private, hybrid and public clouds, and leverage Big Data to meet these needs: our best-of-breed infrastructure products, proven infrastructure through our VSPEX reference architecture and converged infrastructure with Vblock from VCE, which continues to gather momentum in one of the fastest growing areas in IT. Our service provider program continues to be an important part of our strategy to lead our customers to the public cloud.
Pivotal
In the second quarter of 2013, we, along with VMware and an investment from General Electric Company (“GE”), formed Pivotal, which is focused on building a platform comprising the next generation of data fabrics, application fabrics and a cloud independent platform-as-a-service (“PaaS”) to support cloud computing and Big and Fast Data Applications. The first version of this integrated technology platform, Pivotal One, will continue to be a cornerstone offering in 2014 together with high-value strategic services. The foundation of Pivotal One, Cloud Foundry, continues to gain momentum as an open platform for developing and operating new cloud applications that can be run on multiple leading private and public clouds in addition to our own and not lock a customer into any one cloud in particular. On top of this platform, Pivotal will offer its own suite of big and fast data capabilities, featuring game changing innovations that use Hadoop Distributed File System ("HDFS") and scalar processing

34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

technologies. Additionally, its development services business, Pivotal Labs, will help existing customers and digital era startups build industrial-strength applications with more agility, more speed, and better quality. With its renewed focus on driving a business model to support exclusively software and strategic services, we believe we are positioning the business for rapid growth in the future.
VMware Virtual Infrastructure
VMware is the leader in virtualization infrastructure solutions utilized by organizations to help transform the way they build, deliver and consume IT resources. VMware develops and markets its product and service offerings within three main product groups, and it also seeks to leverage synergies across these three product areas: SDDC or Software-Defined Data Center, End-User Computing and Hybrid Cloud Computing.
VMware pioneered the development and application of virtualization technologies with x86 server-based computing, separating application software from the underlying hardware. The benefits to VMware's customers include lower IT costs and a more automated and resilient systems infrastructure capable of responding dynamically to variable business demands. VMware expects to grow its business by building long-term relationships with its customers which includes selling its solutions through enterprise license agreements (“ELAs”).
VMware has articulated a vision for the software-defined data center ("SDDC"), where increasingly infrastructure is virtualized and delivered as a service, enabling control of the data center to be entirely automated by software. The SDDC is designed to transform the data center into an on-demand service that addresses application requirements by abstracting, pooling and automating the services that are required from the underlying hardware. SDDC promises to dramatically simplify data center operations and lower costs. The VMware vCloud Suite, which is its first integrated solution toward realizing the SDDC vision and is based upon its VMware vSphere virtualization platform, was initially introduced in late 2012.
On a consolidated basis, our vision, strategy and market leading assets within our portfolio, as well as our go-to market capabilities position us to continue to anticipate and capitalize on the mega trends of cloud, mobile, Big Data and security as the IT industry transitions from the second to the third platform. As a result, we believe on a consolidated basis we will continue to grow faster than the markets we serve in 2014, as we simultaneously invest in the business and grow earnings per share.
RESULTS OF OPERATIONS
Revenues
The following tables present total revenue by our segments (in millions):
 
For the Three Months Ended
 
 
 
September 30,
2014
 
September 30,
2013
 
$ Change
 
% Change
Information Storage
$
4,051

 
$
3,806

 
$
245

 
6
%
Information Intelligence Group
154

 
149

 
5

 
3
%
RSA Information Security
261

 
252

 
9

 
4
%
Pivotal
58

 
47

 
11

 
24
%
VMware Virtual Infrastructure within EMC
1,508

 
1,285

 
223

 
17
%
Total consolidated revenues
$
6,032

 
$
5,539

 
$
493

 
9
%

 
For the Nine Months Ended
 
 
 
September 30,
2014
 
September 30,
2013
 
$ Change
 
% Change
Information Storage
$
11,707

 
$
11,557

 
$
150

 
1
%
Information Intelligence Group
466

 
458

 
8

 
2
%
RSA Information Security
748

 
712

 
36

 
5
%
Pivotal
161

 
124

 
37

 
31
%
VMware Virtual Infrastructure within EMC
4,309

 
3,689

 
620

 
17
%
Total consolidated revenues
$
17,391

 
$
16,540

 
$
851

 
5
%


35
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

Consolidated product revenues increased 7% and 2% to $3,400 million and $9,728 million for the three and nine months ended September 30, 2014, respectively. The percentage increase for the three and nine months ended September 30, 2014 was primarily driven by the Information Storage and VMware Virtual Infrastructure segments.

The Information Storage segment’s product revenues increased 7% to $2,595 million and remained flat at $7,447 million for the three and nine months ended September 30, 2014, respectively. The increase during the three months ended September 30, 2014 is largely due to strong growth in Europe and a return to more normal spending by the U.S. federal government which had unexpectedly re-prioritized year-end budgets ahead of the U.S. federal government shutdown at the end of September of 2013 which negatively impacted revenue during the three months ended September 30, 2013.

Within the Information Storage segment, revenue from the high-end storage business decreased 7% and 15% for the three and nine months ended September 30, 2014, respectively, primarily driven by an overall slow down in the high-end market as well as a customer pause in purchasing in anticipation of the new VMAX high-end storage system which became generally available at the end of the third quarter. Revenue from the Emerging Storage business increased 47% and 59% for the three and nine months ended September 30, 2014, respectively, primarily due to increased demand for our portfolio of best-of-breed products that are thriving with the shift to the third platform, including flash from XtremIO, software-defined storage with ViPR and ScaleIO. Isilon revenue growth accelerated in the third quarter, benefiting from newer growth vectors where Hadoop capabilities allow efficient analysis of Big Data. Additionally, revenue from the Unified and Backup Recovery business increased 6% and 5% during the three and nine months ended September 30, 2014, respectively, with growth generated from both our VNX and Data Domain offerings.

The Pivotal segment’s product revenues decreased 16% and 10% to $17 million and $43 million for the three and nine months ended September 30, 2014, respectively. The decrease is primarily attributable to an increase in license orders which have subscription-based, ratable revenue recognition. As a result, Pivotal's product revenue decline for the quarter does not reflect the growth in demand which grew compared to the comparable periods in the prior year. Pivotal is benefiting from the transition to next-gen applications by the enterprise and continues to expand the number of customers adopting Pivotal Cloud Foundry, a cloud-independent PaaS.

The VMware Virtual Infrastructure segment’s product revenues increased 13% and 15% to $638 million and $1,807 million for the three and nine months ended September 30, 2014, respectively. VMware’s product revenues, which are comprised of license revenues, increased during the three and nine months ended September 30, 2014 primarily due to an increase in revenue from its integrated product suites, including VMware vCloud Suite. VMware's customers continue to shift to purchasing their suite solutions rather than purchasing certain products sold on a standalone basis such as vSphere. Additionally, there was an increase in sales of its end-user computing products, including AirWatch mobile solutions. ELAs comprised 29% and 33% of their overall sales during the three months ended September 30, 2014 and 2013, respectively, and 31% and 33% of their overall sales during the nine months ended September 30, 2014 and 2013, respectively, with the balance represented by non-ELA, or transactional, business.

The RSA Information Security segment’s product revenues decreased 5% to $114 million and increased 2% to $323 million for the three and nine months ended September 30, 2014, respectively. The decrease in product revenue during the three months ended September 30, 2014 was due to a product transition in our Security Management and Compliance business. The increase in product revenue during the nine months ended September 30, 2014 was driven by growth in our Identity and Data Protection and Security Management and Compliance businesses. Security remains a priority as organizations build out hybrid clouds and RSA continues to benefit from this trend with its advanced, data driven security offerings.

The Information Intelligence Group segment’s product revenues increased 13% to $36 million and decreased 6% to $108 million for the three and nine months ended September 30, 2014, respectively. The increase in product revenues during the three month period year over year was primarily due to strong growth in license sales. The decrease in product revenues during the nine month period year over year was primarily due to the timing of revenue recognition resulting from growth in the subscription business. This business continues to make progress as it continues to innovate to meet customers' demand for technologies that work seamlessly in mobile cloud environments, such as xCP and Syncplicity.

Consolidated services revenues increased 11% and 9% to $2,632 million and $7,663 million for the three and nine months ended September 30, 2014, respectively. The consolidated services revenues increases were primarily driven by the Information Storage and VMware Virtual Infrastructure segments’ services revenues resulting from increased revenue associated with maintenance services and increased demand for professional services due to an increased focus on delivering business outcomes, as well as from its role in assembling cross-federation solutions.


36
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

The Information Storage segment’s services revenues increased 6% and 4% to $1,456 million and $4,260 million for the three and nine months ended September 30, 2014, respectively. The increase in services revenues was primarily attributable to higher revenue associated with maintenance services due to a larger installed base. In addition, during the nine months ended September 30, 2014 we have experienced a growing demand for professional services as we assist with customers' transitions to cloud architectures, transforming IT infrastructures and virtualizing mission-critical applications.

The Pivotal segment’s services revenues increased 55% and 56% to $41 million and $118 million for the three and nine months ended September 30, 2014, respectively. The increase in services revenues was primarily attributable to higher professional services in the three and nine months ended September 30, 2014 as Pivotal transitions to enterprise customers, with their renewed focus on agile development and services surrounding their Pivotal One and Pivotal CF platforms.

The VMware Virtual Infrastructure segment’s services revenues increased 21% and 18% to $870 million and $2,502 million for the three and nine months ended September 30, 2014, respectively. The increase in services revenues was primarily attributable to growth in VMware’s software maintenance revenues which benefited from renewals, multi-year software maintenance contracts sold in previous periods and additional maintenance contracts sold in conjunction with new software license sales.

The RSA Information Security segment’s services revenues increased 11% and 8% to $147 million and $425 million for the three and nine months ended September 30, 2014, respectively. Services revenues increased due to an increase primarily in professional services, as well as an increase in maintenance revenues, resulting from continued demand for support from our installed base.

The Information Intelligence Group segment’s services revenues increased 1% and 4% to $118 million and $358 million for the three and nine months ended September 30, 2014, respectively. The increase in services revenues was due to increased customer demand for services related to new product offerings and strategic professional services.
Consolidated revenues by geography were as follows (in millions):
 
 
For the Three Months Ended
 
 
 
 
September 30,
2014
 
September 30,
2013
 
% Change
 
 
United States
$
3,212

 
$
2,956

 
9
 %
 
Europe, Middle East and Africa
1,672

 
1,455

 
15
 %
 
Asia Pacific and Japan
821

 
789

 
4
 %
 
Latin America, Mexico and Canada
327

 
339

 
(4
)%
 
Total revenues
$
6,032

 
$
5,539

 
9
 %

 
 
For the Nine Months Ended
 
 
 
 
September 30,
2014
 
September 30,
2013
 
% Change
 
 
United States
$
9,102

 
$
8,752

 
4
 %
 
Europe, Middle East and Africa
4,933

 
4,418

 
12
 %
 
Asia Pacific and Japan
2,346

 
2,361

 
(1
)%
 
Latin America, Mexico and Canada
1,010

 
1,009

 
—
 %
 
Total revenues
$
17,391

 
$
16,540

 
5
 %
For the three months ended September 30, 2014, revenues increased in the United States, Europe, Middle East and Africa and Asia Pacific and Japan regions and revenues decreased in the Latin America, Mexico and Canada regions when compared to the same period in 2013. For the nine months ended September 30, 2014, revenues increased in the United States and Europe, Middle East and Africa regions, remained flat in the Latin America, Mexico and Canada region and decreased in the Asia Pacific and Japan region when compared to the same period in 2013.
Changes in exchange rates negatively impacted revenue growth by 0.1% for the three months ended September 30, 2014 and minimally impacted revenue growth for the nine months ended September 30, 2014. For the three months ended September 30, 2014, the growth rate was positively impacted by changes in exchange rates from the Euro region and the United Kingdom and negatively impacted from Japan, Latin America, and Canada. For the nine months ended September 30, 2014, the positive impact of the Euro region and the United Kingdom was offset by the negative impact from all other regions.

37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)


Costs and Expenses

The following tables present our costs and expenses, operating income and net income attributable to EMC Corporation (in millions):
 
  
For the Three Months Ended
 
 
 
  
September 30,
2014
 
September 30,
2013
 
$ Change
 
% Change
 
 
Cost of revenue:
 
 
 
 
 
 
 
 
Information Storage
$
1,813

 
$
1,700

 
$
113

 
7
 %
 
Information Intelligence Group
54

 
55

 
(1
)
 
(2
)%
 
RSA Information Security
88

 
82

 
6

 
8
 %
 
Pivotal
31

 
18

 
13

 
69
 %
 
VMware Virtual Infrastructure
204

 
144

 
60

 
42
 %
 
Corporate reconciling items
99

 
98

 
1

 
1
 %
 
Total cost of revenue
2,289

 
2,097

 
192

 
9
 %
 
Gross margins:
 
 
 
 
 
 
 
 
Information Storage
2,238

 
2,106

 
132

 
6
 %
 
Information Intelligence Group
100

 
94

 
6

 
7
 %
 
RSA Information Security
173

 
170

 
3

 
2
 %
 
Pivotal
27

 
29

 
(2
)
 
(5
)%
 
VMware Virtual Infrastructure
1,304

 
1,141

 
163

 
14
 %
 
Corporate reconciling items
(99
)
 
(98
)
 
(1
)
 
1
 %
 
Total gross margin
3,743

 
3,442

 
301

 
9
 %
 
Operating expenses:
 
 
 
 
 
 
 
 
Research and development(1)
767

 
686

 
81

 
12
 %
 
Selling, general and administrative(2)
1,990

 
1,809

 
181

 
10
 %
 
Restructuring and acquisition-related charges
39

 
40

 
(1
)
 
(3
)%
 
Total operating expenses
2,796

 
2,535

 
261

 
10
 %
 
Operating income
947

 
907

 
40

 
4
 %
 
Investment income, interest expense and other expenses, net
(114
)
 
(87
)
 
(27
)
 
32
 %
 
Income before provision for income taxes
833

 
820

 
13

 
2
 %
 
Income tax provision
206

 
181

 
25

 
13
 %
 
Net income
627

 
639

 
(12
)
 
(2
)%
 
Less: Net income attributable to the non-controlling interest in VMware, Inc.
(40
)
 
(53
)
 
13

 
(25
)%
 
Net income attributable to EMC Corporation
$
587

 
$
586

 
$
1

 
—
 %


38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

 
  
For the Nine Months Ended
 
 
 
  
September 30,
2014
 
September 30,
2013
 
$ Change
 
% Change
 
 
Cost of revenue:
 
 
 
 
 
 
 
 
Information Storage
$
5,302

 
$
5,128

 
$
174

 
3
 %
 
Information Intelligence Group
166

 
168

 
(2
)
 
(1
)%
 
RSA Information Security
251

 
241

 
10

 
4
 %
 
Pivotal
90

 
59

 
31

 
55
 %
 
VMware Virtual Infrastructure
548

 
397

 
151

 
38
 %
 
Corporate reconciling items
290

 
298

 
(8
)
 
(3
)%
 
Total cost of revenue
6,647

 
6,291

 
356

 
6
 %
 
Gross margins:
 
 
 
 
 
 
 
 
Information Storage
6,405

 
6,429

 
(24
)
 
—
 %
 
Information Intelligence Group
300

 
290

 
10

 
3
 %
 
RSA Information Security
497

 
471

 
26

 
6
 %
 
Pivotal
71

 
65

 
6

 
9
 %
 
VMware Virtual Infrastructure
3,761

 
3,292

 
469

 
14
 %
 
Corporate reconciling items
(290
)
 
(298
)
 
8

 
(3
)%
 
Total gross margin
10,744

 
10,249

 
495

 
5
 %
 
Operating expenses:
 
 
 
 
 
 
 
 
Research and development(3)
2,239

 
2,056

 
183

 
9
 %
 
Selling, general and administrative(4)
5,852

 
5,308

 
544

 
10
 %
 
Restructuring and acquisition-related charges
187

 
195

 
(8
)
 
(4
)%
 
Total operating expenses
8,278

 
7,559

 
719

 
10
 %
 
Operating income
2,466

 
2,690

 
(224
)
 
(8
)%
 
Investment income, interest expense and other expenses, net
(253
)
 
(213
)
 
(40
)
 
19
 %
 
Income before provision for income taxes
2,213

 
2,477

 
(264
)
 
(11
)%
 
Income tax provision
532

 
474

 
58

 
12
 %
 
Net income
1,681

 
2,003

 
(322
)
 
(16
)%
 
Less: Net income attributable to the non-controlling interest in VMware, Inc.
(113
)
 
(136
)
 
23

 
(17
)%
 
Net income attributable to EMC Corporation
$
1,568

 
$
1,867

 
$
(299
)
 
(16
)%
___________
(1)
Amount includes corporate reconciling items of $99 million and $92 million for the three months ended September 30, 2014 and 2013, respectively.
(2)
Amount includes corporate reconciling items of $212 million and $159 million for the three months ended September 30, 2014 and 2013, respectively.
(3)
Amount includes corporate reconciling items of $298 million and $269 million for the nine months ended September 30, 2014 and 2013, respectively.
(4)
Amount includes corporate reconciling items of $606 million and $452 million for the nine months ended September 30, 2014 and 2013, respectively.

Gross Margins
Overall our gross margin percentages were 62.0% and 62.1% for the three months ended September 30, 2014 and 2013, respectively. The decrease in the gross margin percentage in the three months ended September 30, 2014 compared to 2013 was attributable to the Information Storage segment, which decreased overall gross margins by 36 basis points, the Pivotal segment, which decreased overall gross margins by 14 basis points, and the RSA Information Security segment, which decreased overall gross margins by 5 basis points. These decreases were partially offset by the VMware Virtual Infrastructure segment, which increased overall gross margins by 42 basis points, and the Information Intelligence Group segment, which increased overall gross margins by 5 basis points during the three months ended September 30, 2014. In addition, the increase in corporate reconciling

39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

items, consisting of stock-based compensation, acquisition and other related intangible asset amortization and the amortization of VMware’s capitalized software from prior periods decreased the consolidated gross margin percentage by 2 basis points.
Overall our gross margin percentages were 61.8% and 62.0% for the nine months ended September 30, 2014 and 2013, respectively. The decrease in the gross margin percentage in the nine months ended September 30, 2014 compared to 2013 was attributable to the Information Storage segment, which decreased overall gross margins by 69 basis points, and the Pivotal segment, which decreased overall gross margins by 10 basis points. These decreases were partially offset by the VMware Virtual Infrastructure segment, which increased overall gross margins by 50 basis points, the RSA Information Security segment, which increased overall gross margins by 2 basis points, and the Information Intelligence Group segment, which increased overall gross margins by 3 basis points. In addition, the increase in corporate reconciling items, consisting of stock-based compensation, acquisition and other related intangible asset amortization and the amortization of VMware’s capitalized software from prior periods increased the consolidated gross margin percentage by 5 basis points.
For segment reporting purposes, stock-based compensation, acquisition and other related intangible asset amortization and the amortization of VMware’s capitalized software from prior periods are recognized as corporate expenses and are not allocated among our various operating segments. The increase of $1 million in the corporate reconciling items within cost of goods sold for the three months ended September 30, 2014 compared to the same period in 2013 was attributable to an $8 million decrease in amortization of VMware’s capitalized software from prior periods, partially offset by a $5 million increase in stock-based compensation expense and a $4 million increase in intangible asset amortization. The decrease of $8 million in the corporate reconciling items within cost of goods sold for the nine months ended September 30, 2014 compared to the same period in 2013 was attributable to a $33 million decrease in amortization of VMware’s capitalized software from prior periods, partially offset by a $16 million increase in stock-based compensation expense and a $9 million increase in intangible asset amortization.
The gross margin percentages for the Information Storage segment were 55.2% and 55.3% for the three months ended September 30, 2014 and 2013, respectively, and 54.7% and 55.6% for the nine months ended September 30, 2014 and 2013, respectively. The slight decrease in gross margin percentage for the three months ended September 30, 2014 compared to the same period in 2013 was due to improvements in margins from mix and pricing and from leverage from lower fixed costs which were offset by higher margins in the prior year due to variable cost benefits which were recognized in the three months ended September 30, 2013. The decrease in gross margin percentage for the nine months ended September 30, 2014 compared to the same period in 2013 was primarily due to a decrease in product and service margins during the first half of 2014. The decrease in product margins was primarily due to lower sales volume without a corresponding decrease in fixed costs and pricing pressures on our high-end storage products in anticipation of the new VMAX refresh. The decrease in service margins was due to higher costs to support increased field service activity which was consistent with the field service costs in the second half of 2013, but higher than the field service costs experienced in the first nine months of 2013.
The gross margin percentages for the Pivotal segment were 46.9% and 61.0% for the three months ended September 30, 2014 and 2013, respectively, and 44.3% and 52.9% for the nine months ended September 30, 2014 and 2013, respectively. The decrease in gross margin percentage for the three and nine months ended September 30, 2014 compared to the same periods in 2013 was primarily due to a higher mix of services revenues as a result of the increased demand for subscription-based licenses and for Pivotal services, which have lower gross margins, as Pivotal works with customers to determine how best to leverage newer technologies such as Pivotal CF and Pivotal One.
The gross margin percentages for the VMware Virtual Infrastructure segment were 86.5% and 88.8% for the three months ended September 30, 2014 and 2013, respectively, and 87.3% and 89.2% for the nine months ended September 30, 2014 and 2013, respectively. The decrease in gross margin percentage for the three and nine months ended September 30, 2014 compared to the same periods in 2013 was driven by the growth in its SaaS and professional services offerings which led to higher costs of services. The increase includes growth in employee-related expenses due to incremental growth in headcount, both organic and through the AirWatch acquisition. In addition, increases in costs incurred to provide technical support as well as increases in equipment and depreciation costs contributed to the decreased margins.
The gross margin percentages for the RSA Information Security segment were 66.3% and 67.6% for the three months ended September 30, 2014 and 2013, respectively, and 66.4% and 66.1% for the nine months ended September 30, 2014 and 2013, respectively. The decrease in gross margin percentage for the three months ended September 30, 2014 compared to the same period in 2013 was primarily due to a decline in service margins. The increase in gross margin percentage for the nine months ended September 30, 2014 compared to the same period in 2013 was primarily due to an increase in product margins resulting from sales of higher margin products.
The gross margin percentages for the Information Intelligence Group segment were 65.2% and 63.3% for three months ended September 30, 2014 and 2013, respectively, and 64.4% and 63.3% for the nine months ended September 30, 2014 and 2013,

40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

respectively. The increase in gross margin percentage for the three and nine months ended September 30, 2014 compared to the same periods in 2013 was driven by higher product margins as well as an improvement in professional service margins.
Research and Development
As a percentage of revenues, R&D expenses were 13% and 12% for both the three and nine months ended September 30, 2014 and 2013, respectively. R&D expenses increased $81 million and $183 million for the three and nine months ended September 30, 2014, respectively, compared to the same periods in 2013 primarily due to an increase in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, depreciation expense, infrastructure costs, and material related costs. Personnel-related costs increased by $71 million and $158 million, depreciation expense increased by $14 million and $31 million, infrastructure costs increased by $6 million and $14 million and material costs increased by $9 million and $18 million for the three and nine months ended September 30, 2014, respectively. Partially offsetting these increased costs was a decrease in business development of $8 million and $9 million and capitalized software development costs of $14 million and $37 million for the three and nine months ended September 30, 2014, respectively.
Corporate reconciling items within R&D, which consist of stock-based compensation and intangible asset amortization, increased $7 million and $29 million for the three and nine months ended September 30, 2014, respectively, when compared to the same periods in 2013. This increase was primarily attributable to stock-based compensation expense for the three and nine months ended September 30, 2014.
R&D expenses within EMC’s Information Infrastructure business, as a percentage of EMC’s Information Infrastructure business revenues, were 8% for both the three months ended September 30, 2014 and 2013, and were 9% for both the nine months ended September 30, 2014 and 2013. R&D expenses increased $16 million and $7 million for the three and nine months ended September 30, 2014, respectively, primarily due to an increase in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring, infrastructure costs, depreciation expense, and material costs. Personnel-related costs increased by $21 million and $22 million, infrastructure costs increased by $2 million and $10 million, depreciation expense increased by $4 million and $14 million, and material costs increased $9 million and $18 million for the three and nine months ended September 30, 2014, respectively. Partially offsetting these increased costs was a decrease in business development costs by $8 million and $12 million for the three and nine months ended September 30, 2014, respectively, and a decrease in capitalized software development costs of $14 million and $46 million for the three and nine months ended September 30, 2014, respectively.
R&D expenses within the Pivotal business, as a percentage of Pivotal's revenues, were 56% and 64% for the three months ended September 30, 2014 and 2013, respectively, and were 61% and 66% for the nine months ended September 30, 2014 and 2013, respectively. R&D expenses increased $3 million and $16 million for the three and nine months ended September 30, 2014, respectively, primarily due to an increases in personnel-related costs as the business continues to transition to its new strategic focus, infrastructure costs and capitalized software development costs.
R&D expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 17% and 16% for both the three and nine months ended September 30, 2014 and 2013, respectively. R&D expenses increased $55 million and $132 million for the three and nine months ended September 30, 2014, respectively, when compared to the same periods in 2013 largely due to increases in personnel-related costs of $42 million and $108 million, driven by incremental headcount from strategic hiring, depreciation costs of $9 million and $15 million and infrastructure costs of $3 million for the three and nine months ended September 30, 2014, respectively.

Selling, General and Administrative

As a percentage of revenues, selling, general and administrative (“SG&A”) expenses were 33% for both the three months ended September 30, 2014 and 2013, and were 34% and 32% for the nine months ended September 30, 2014 and 2013, respectively. SG&A expenses increased by $181 million and $544 million for the three and nine months ended September 30, 2014, respectively, when compared to the same periods in 2013 primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions and increases in infrastructure cost. Personnel-related costs increased by $175 million and $464 million, and infrastructure cost increased by $21 million and $38 million for the three and nine months ended September 30, 2014, respectively. In addition, business development costs and depreciation costs decreased $3 million and $9 million for the three months ended September 30, 2014, respectively, and increased $19 million and $11 million for the nine months ended September 30, 2014, respectively.

Corporate reconciling items within SG&A, which consist of stock-based compensation, intangible asset amortization and acquisition and other related costs, increased $53 million and $154 million for the three and nine months ended September 30,

41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

2014, respectively, when compared to the same periods in 2013 primarily due to acquisition and other related costs relating to the specified future employment conditions of DSSD employees and AirWatch employees at VMware which increased $53 million and $123 million for the three and nine months ended September 30, 2014, respectively.

SG&A expenses within EMC’s Information Infrastructure business, as a percentage of EMC’s Information Infrastructure business revenues, were 26% and 27% for the three months ended September 30, 2014 and 2013, respectively, and were 26% for both the nine months ended September 30, 2014 and 2013. SG&A expenses increased $31 million and $79 million for the three and nine months ended September 30, 2014, respectively, when compared to the same periods in 2013 primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, slightly offset by decreases in travel costs. Personnel-related costs increased by $46 million and $75 million and travel costs decreased by $9 million and $12 million for the three and nine months ended September 30, 2014, respectively. Additionally, infrastructure costs decreased $3 million for the three months ended September 30, 2014 and increased $10 million for the nine months ended September 30, 2014.

SG&A expenses within the Pivotal business, as a percentage of Pivotal's revenues, were 80% and 90% for the three months ended September 30, 2014 and 2013, respectively, and were 82% and 93% for the nine months ended September 30, 2014 and 2013, respectively. SG&A expenses increased $5 million and $18 million for the three and nine months ended September 30, 2014, respectively, when compared to the same periods in 2013 primarily due to increases in personnel-related costs related to strategic hiring by $2 million and $11 million for the three and nine months ended September 30, 2014, respectively.

SG&A expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 39% and 38% for the three months ended September 30, 2014 and 2013, respectively, and 40% and 39% for the nine months ended September 30, 2014 and 2013, respectively. SG&A expenses increased $92 million and $292 million for the three and nine months ended September 30, 2014, respectively, when compared to the same periods in 2013 primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions and infrastructure costs. Personnel-related costs increased $73 million and $220 million and infrastructure cost increased $24 million and $27 million for the three and nine months ended September 30, 2014, respectively. Additionally, travel increased $15 million, business development cost increased $17 million, and deprecation related expense increased $8 million for nine months ended September 30, 2014.
Restructuring and Acquisition-Related Charges

For the three and nine months ended September 30, 2014, we incurred restructuring and acquisition-related charges of $39 million and $187 million, respectively. For the three and nine months ended September 30, 2013, we incurred restructuring and acquisition-related charges of $40 million and $195 million, respectively. For the three and nine months ended September 30, 2014, EMC incurred $31 million and $175 million, respectively, of restructuring charges, primarily related to our current year restructuring programs, and during the three and nine months ended September 30, 2014, EMC incurred $2 million and $3 million, respectively, of charges in connection with acquisitions for financial, advisory, legal and accounting services. For the three and nine months ended September 30, 2014, VMware recognized $6 million and $4 million, respectively, of restructuring charges, primarily related to its current year restructuring program. For the nine months ended September 30, 2014, VMware incurred $5 million of charges in connection with acquisitions for financial, advisory, legal and accounting services. For the three and nine months ended September 30, 2013, EMC incurred $30 million and $116 million, respectively, of restructuring charges, primarily related to our 2013 restructuring programs. For the three and nine months ended September 30, 2013, VMware incurred $1 million and $54 million, respectively, of restructuring charges, primarily related to its 2013 restructuring program. For the three and nine months ended September 30, 2013, EMC incurred $4 million and $8 million, respectively, and VMware incurred $1 million and $3 million, respectively, of costs for financial, advisory, legal and accounting services in connection with acquisitions. Additionally, during the three and nine months ended September 30, 2013, VMware incurred $4 million and $14 million, respectively, of impairment charges related to its business realignment.

EMC implemented restructuring programs to create further operational efficiencies which will result in workforce reductions of approximately 1,326 positions in the first quarter, 210 positions in the second quarter and 241 positions in the third quarter of 2014. The actions will impact positions around the globe covering our Information Storage, RSA Information Security, Information Intelligence Group and Pivotal segments. All of these actions are expected to be completed within a year of the start of the program.

During the three months ended September 30, 2014, VMware initiated a business realignment plan to streamline its operations which will result in the elimination of approximately 90 positions across all major functional groups and geographies. All of these actions are expected to be completed within a year of the start of the program.

42
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)


During 2013, EMC implemented a restructuring program to create further operational efficiencies which resulted in a workforce reduction of 1,917 positions, of which 1,525 positions were identified in the first and third quarters of 2013. The actions impacted positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions were completed within a year of the start of the program.

During 2013, VMware approved and initiated a business realignment plan to streamline its operations. The plan included the elimination of approximately 710 positions across all major functional groups and geographies. All of these actions were completed within a year of the start of the program.

For the three and nine months ended September 30, 2014, we recognized $2 million and $10 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 and for costs associated with terminating other contractual obligations. For the three and nine months ended September 30, 2013, we recognized $2 million and $14 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 2016.
Investment Income
Investment income was $29 million and $26 million for the three months ended September 30, 2014 and 2013, respectively, and $100 million and $93 million for the nine months ended September 30, 2014 and 2013, respectively. Investment income increased for both the three and nine months ended September 30, 2014 when compared to the same periods in 2013 primarily due to an increase in net realized gains. For the three and nine months ended September 30, 2014, interest income was $24 million and $76 million and net realized gains were $3 million and $19 million, respectively. For the three and nine months ended September 30, 2013, interest income was $27 million and $79 million and net realized losses were $1 million and net realized gains were $11 million, respectively.
Interest Expense
Interest expense was $40 million and $58 million for the three months ended September 30, 2014 and 2013, respectively, and was $108 million and $109 million for the nine months ended September 30, 2014 and 2013, respectively. Interest expense during the three and nine months ended September 30, 2014 consists primarily of interest on the Notes. Interest expense during the three and nine months ended September 30, 2013 consists primarily of interest on the 2013 Notes which includes non-cash interest charges related to amortization of the debt discount attributable to the conversion feature of $17 million and $49 million for the three and nine months ended September 30, 2013, respectively, as we accreted the 2013 Notes to their stated values over their terms. The decrease in interest expense for the three months ended September 30, 2014 when compared to the same period in 2013 is due to the timing of the settlement of the 2013 Notes and the issuance of the Notes which resulted in higher interest expense during the three months ended September 30, 2013. See Note 4 to the consolidated financial statements.

Other Expense, Net
Other expense, net was $103 million and $55 million for the three months ended September 30, 2014 and 2013, respectively, and was $245 million and $197 million for the nine months ended September 30, 2014 and 2013, respectively. Other expense, net primarily consists of our consolidated share of the losses from our converged infrastructure joint venture, VCE Company LLC, net gains and losses on strategic investments and foreign exchange losses. The VCE joint venture is accounted for under the equity method and our consolidated share of VCE's losses is based upon our portion of the overall funding, which was approximately 65% at September 30, 2014, and represents our share of the net losses of the joint venture, net of equity accounting adjustments. The losses recognized from the joint venture exclude our consolidated revenues and gross margins from sales of products and services to VCE, and any additional related selling expenses.  See Note 9 to the consolidated financial statements.
During the three months ended September 30, 2014 and 2013, we incurred losses related to VCE of $101 million and $75 million, respectively, and for the nine months ended September 30, 2014 and 2013, we incurred losses of $261 million and $215 million, respectively. During the three months ended September 30, 2014, we recognized net gains from strategic investments which were offset by foreign currency exchange losses. During the three months ended September 30, 2013, we recognized foreign currency exchange gains. During the nine months ended September 30, 2014 and 2013, we recognized net gains from strategic investments of $39 million and net losses from strategic investments of $20 million, respectively. Included in the net gains on strategic investments during the nine months ended September 30, 2014 was a gain on previously held interests in strategic investments of $45 million and an impairment of a strategic investment of $33 million. Additionally, during the nine months ended September 30, 2013, we recorded net gains on the divestiture of businesses of $31 million.

43
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)


Provision for Income Taxes

Our effective income tax rates were 24.7% and 24.0% for the three and nine months ended September 30, 2014, respectively. Our effective income tax rates were 22.1% and 19.1% for the three and nine months ended September 30, 2013, respectively. Our effective income tax rate is based upon estimated income before provision for income taxes 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 nine months ended September 30, 2014, 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 and state taxes. 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. For the three and nine months ended September 30, 2013, 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, state taxes and the U.S. federal tax credit for increasing research activities. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law. Some of the provisions were retroactive to January 1, 2012 including an extension of the U.S. federal tax credit for increasing research activities through December 31, 2013. Because the extension was enacted after December 31, 2012, our income tax provision for the nine months ended September 30, 2013 included the estimated federal tax credit for increasing research activities for the full year 2012 as well as the nine months ended September 30, 2013, which reduced our effective tax rate for the nine month period.

Our effective income tax rates increased in the three and nine months ended September 30, 2014 from the three and nine months ended September 30, 2013 due primarily to the retroactive renewal of the U.S. federal tax credit for increasing research activities on January 2, 2013 as discussed above. The U.S. federal tax credit for increasing research activities reduced our effective income tax rate by approximately 3.0% and 4.4% for the three and nine months ended September 30, 2013, respectively. Our effective income tax rates for the three and nine months ended September 30, 2014 do not reflect any U.S. federal tax credit for increasing research activities because the credit expired on December 31, 2013. There were also differences in the mix of income attributable to foreign versus domestic jurisdictions, change in tax contingency reserves and discrete items, the net impact of which is immaterial.
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 commenced a federal income tax audit for the tax years 2009 and 2010 in the third quarter of 2012. The current federal income tax audit is ongoing and it is not expected to be completed until 2015. We also have income tax audits in process in numerous state, local and international jurisdictions. In our international jurisdictions that comprise a significant portion of our operations, the years that may be examined vary, with the earliest year being 2004. Based on the timing and outcome of examinations of EMC, the result of the expiration of statutes of limitations for specific jurisdictions 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 twelve months. While we expect the amount of unrecognized tax benefits to change in the next twelve months, we do not expect the change to have a significant impact on our results of operations or financial position.
Our effective income tax rate for the remainder of 2014 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 provision for income taxes. 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.
Recent developments in 2014, including the Irish government’s announced changes to the taxation of certain existing non-resident Irish companies beginning in January 2021, and the Organisation for Economic Co-operation and Development’s project on Base Erosion and Profit Shifting, could ultimately impact our tax liabilities to foreign jurisdictions and treatment of our foreign earnings from a U.S. perspective, which may adversely impact our effective tax rate.


44
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

Non-controlling Interest in VMware, Inc.
The net income attributable to the non-controlling interest in VMware was $40 million and $53 million for the three months ended September 30, 2014 and 2013, respectively, and was $113 million and $136 million for the nine months ended September 30, 2014 and 2013, respectively. The decrease in the three and nine months ended September 30, 2014 compared to the same periods in 2013 was due to decreases in VMware’s net income. VMware’s reported net income was $194 million and $261 million for the three months ended September 30, 2014 and 2013, respectively, and was $560 million and $679 million for the nine months ended September 30, 2014 and 2013, respectively. The weighted average non-controlling interest in VMware was approximately 20% for the three and nine months ended September 30, 2014 and 2013. EMC did not purchase any shares of VMware common stock during the three and nine months ended September 30, 2014.

Financial Condition

Cash provided by operating activities was $4,292 million and $4,733 million for the nine months ended September 30, 2014 and 2013, respectively. Cash received from customers was $19,005 million and $18,065 million for the nine months ended September 30, 2014 and 2013, respectively. The increase in cash received from customers was attributable to an increase in sales volume. Cash paid to suppliers and employees was $13,868 million and $12,740 million for the nine months ended September 30, 2014 and 2013, respectively. The increase was primarily due to a general growth in the business to support the increased revenue base as well as the timing of cash payments. For the nine months ended September 30, 2014 and 2013, we paid $897 million and $691 million, 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. The higher payments in the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 were primarily driven by lower stock-based compensation deductions in 2013 compared to 2012.

Cash used in investing activities was $2,606 million and $5,664 million for the nine months ended September 30, 2014 and 2013, respectively. Cash used for business acquisitions, net of cash acquired, was $1,771 million and $616 million for the nine months ended September 30, 2014 and 2013, respectively. Cash used for business acquisitions varies from period to period based upon the number and size of acquisitions in a given period. During the nine months ended September 30, 2014, VMware increased its restricted cash by $76 million for amounts to be paid to certain AirWatch employees subject to the achievement of defined employment conditions. Net cash spent on the purchase of strategic and other related investments was $63 million and $99 million during the nine months ended September 30, 2014 and 2013, respectively. We provided $163 million and $268 million of funding to our joint venture, VCE Company LLC, during the nine months ended September 30, 2014 and 2013, respectively. Also during the nine months ended September 30, 2013, VMware received $38 million from dispositions of certain lines of business. Capital additions were $693 million and $673 million for the nine months ended September 30, 2014 and 2013, respectively. The increase in capital additions was primarily due to the purchase of a building and other infrastructure investments during the nine months ended September 30, 2014. Capitalized software development costs were $382 million and $342 million for the nine months ended September 30, 2014 and 2013, respectively. The increase in capitalized software costs was primarily attributable to EMC Information Infrastructure's software development activities. Net sales of investments were $542 million and net purchases of investments were $3,704 million for the nine months ended September 30, 2014 and 2013, respectively. This activity varies from period to period based upon our cash collections, cash requirements and maturity dates of our investments as well as cash available after the issuance and payment of debt.

Cash used in financing activities was $3,438 million and cash provided by financing activities $3,414 million for the nine months ended September 30, 2014 and 2013, respectively. We spent $1,665 million and $14 million for repayment of our long- and short-term obligations including convertible debt in the nine months ended September 30, 2014 and 2013, respectively. We received $5,460 million through the issuance of long-term notes in the nine months ended September 30, 2013. We spent $1,374 million and $1,965 million to repurchase 52 million and 80 million shares of our common stock for the nine months ended September 30, 2014 and 2013, respectively. In the nine months ended September 30, 2013, we also spent $160 million to purchase 2 million shares of VMware’s common stock. In the nine months ended September 30, 2014 and 2013, VMware spent $450 million and $392 million, respectively, to repurchase 5 million shares of its common stock. We generated $603 million and $487 million during the nine months ended September 30, 2014 and 2013, respectively, from the issuance of common stock. We generated $85 million and $102 million during the nine months ended September 30, 2014 and 2013, respectively, of excess tax benefits from stock-based compensation. Contributions to non-controlling interests were $7 million and $105 million during the nine months ended September 30, 2014 and 2013, respectively. Additionally, EMC paid dividends of $644 million and $209 million to shareholders during the nine months ended September 30, 2014 and 2013, respectively.


45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

On April 17, 2014, our Board of Directors approved an increase in the quarterly cash dividend paid to EMC shareholders to $0.115 per share of common stock. On October 23, 2014, EMC paid a cash dividend at this new rate of $234 million to shareholders of record as of the close of business on October 1, 2014.

We plan to spend up to $6.0 billion in the repurchase of shares during the two years ending December 31, 2014. This includes $3.0 billion spent during the year ended December 31, 2013 and $3.0 billion to be spent during the year ending December 31, 2014.

We expect to continue to generate positive cash flows from operations 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.

In June 2013, we issued $5.5 billion aggregate principal amount of senior notes (collectively, the "Notes") which pay a fixed rate of interest semi-annually in arrears. The first interest payment occurred on December 2, 2013. The proceeds from the Notes have been used to satisfy the cash payment obligation of the converted 2013 Notes as well as for general corporate purposes including stock repurchases, dividend payments, working capital needs and other business opportunities. The Notes of each series are senior, unsecured obligations of EMC and are not convertible or exchangeable. Unless previously purchased and canceled, we will repay the Notes of each series at 100% of the principal amount, together with accrued and unpaid interest thereon, at maturity. However, EMC has the right to redeem any or all of the Notes at specified redemption prices. As of September 30, 2014, we were in compliance with all debt covenants which are customary in nature.

The 2011 Notes matured and were settled in 2012. The 2013 Notes matured and a majority of the noteholders exercised their right to convert the outstanding 2013 Notes at the end of 2013. Pursuant to the settlement terms, the majority of the converted 2013 Notes were not settled until January 7, 2014. At that time, we paid the noteholders $1.7 billion in cash for the outstanding principal and 35 million shares for the $858 million in excess of the conversion value over the principal amount, as prescribed by the terms of the 2013 Notes.
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 allowed 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 covered, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock. We paid an aggregate amount of $669 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 2011, we exercised approximately half of the Purchased Options in connection with the planned settlements of the 2011 Notes. In the fourth quarter of 2013, we exercised the remaining 108 million of the Purchased Options in conjunction with the planned settlements of the 2013 Notes, and we received 35 million shares of net settlement on January 7, 2014, representing the excess conversion value of the options. 

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 million from the sale of the associated warrants. Upon exercise, the value of the warrants was required to be settled in shares. Approximately half of the associated warrants were exercised in 2012 and the remaining 109 million associated warrants were exercised between February 18, 2014 and March 17, 2014 and were settled with 29 million shares of our common stock.

At September 30, 2014, our total cash, cash equivalents, and short-term and long-term investments were $15,380 million. This balance includes approximately $7,094 million held by VMware, of which $4,954 million is held overseas and $2,140 million is held in the U.S. and $8,286 million held by EMC, of which $4,704 million is held overseas and $3,582 million is held in the U.S. 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.


46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

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 uses certain non-GAAP financial measures, which exclude stock-based compensation, intangible asset amortization, restructuring charges, acquisition and other related charges, the amortization of VMware's capitalized software from prior periods, infrequently occurring gains, losses, benefits and charges, and special tax items to measure its gross margin, operating margin, 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 property, plant and equipment 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 September 30, 2014 and 2013 were as follows (in millions):
 
For the Three Months Ended
 
September 30,
2014
 
September 30,
2013
Gross margin
$
3,842

 
$
3,540

Gross margin percentage
63.7
%
 
63.9
%
Operating income
1,396

 
1,296

Operating margin percentage
23.1
%
 
23.4
%
Income tax provision
306

 
263

Net income attributable to EMC
903

 
860

Diluted earnings per share attributable to EMC
$
0.44

 
$
0.40

The improvement in the non-GAAP gross margin for the three months ended September 30, 2014 was attributable to higher sales volume. The decrease in gross margin percentage for the three months ended September 30, 2014 was attributable to decreases in Pivotal and VMware margins reflecting the impact of growth initiatives as well as the continuing shift to subscription based revenues at Pivotal. Information Storage gross margins decreased slightly year over year as the improvements in margins from mix and pricing and from leverage from lower fixed costs were offset by higher margins in the prior year due to variable cost benefits which were recognized in the three months ended September 30, 2013.
The increase in the non-GAAP operating income for the three months ended September 30, 2014 was attributable to higher sales volume. Non-GAAP operating margin percentage for the three months ended September 30, 2014 decreased primarily due to a decrease in gross margin percentage and increases in operating expenses. The increase in operating expenses was driven by the investments we are making at Pivotal and VMware, including continuing development of our offerings in software-defined data center, Big Data analytics, PaaS, hybrid cloud and mobile.

47
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 (in millions):
 
For the Three Months Ended September 30, 2014
 
Gross margin
 
Operating income
 
Income tax provision (benefit)
 
Net income attributable to EMC
 
Diluted Earnings per share attributable to EMC
GAAP
$
3,743

 
$
947

 
$
206

 
$
587

 
$
0.28

Stock-based compensation expense
37

 
255

 
60

 
174

 
0.09

Intangible asset amortization
62

 
102

 
30

 
67

 
0.03

Restructuring charges
—

 
37

 
9

 
27

 
0.01

Acquisition and other related charges
—

 
55

 
15

 
35

 
0.02

R&D tax credit
—

 
—

 
(12
)
 
11

 
0.01

VMware litigation charge and other contingencies
—

 
—

 
(2
)
 
2

 
—

Non-GAAP
$
3,842

 
$
1,396

 
$
306

 
$
903

 
$
0.44

 
For the Three Months Ended September 30, 2013
 
Gross margin
 
Operating income
 
Income tax provision (benefit)
 
Net income attributable to EMC
 
Diluted Earnings per share attributable to EMC
GAAP
$
3,442

 
$
907

 
$
181

 
$
586

 
$
0.27

Stock-based compensation expense
32

 
244

 
64

 
163

 
0.08

Intangible asset amortization
58

 
97

 
27

 
66

 
0.03

Restructuring charges
—

 
35

 
10

 
24

 
0.01

Acquisition and other related charges
—

 
5

 
—

 
5

 
—

Amortization of VMware's capitalized software from prior periods
8

 
8

 
2

 
4

 
—

Special tax items charges
—

 
—

 
(23
)
 
23

 
0.01

Net gain on disposition of certain lines of business and other
—

 
—

 
2

 
(11
)
 
(0.01
)
Non-GAAP
$
3,540

 
$
1,296

 
$
263

 
$
860

 
$
0.40

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 nine months ended September 30, 2014, our free cash flow was $3,217 million, a decrease of 13% compared to the free cash flow generated for the nine months ended September 30, 2013. The free cash flow for the nine months ended September 30, 2014 exceeded our same period non-GAAP net income attributable to EMC by $703 million. 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, fund joint ventures, repurchase shares, service debt, pay dividends 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.

48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)

The reconciliation of the above free cash flow from GAAP to non-GAAP is as follows (in millions):
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
Cash Flow from Operations
$
1,701

 
$
1,793

 
$
4,292

 
$
4,733

Capital expenditures
(222
)
 
(236
)
 
(693
)
 
(673
)
Capitalized software development costs
(137
)
 
(123
)
 
(382
)
 
(342
)
Free Cash Flow
$
1,342

 
$
1,434

 
$
3,217

 
$
3,718

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 $4,292 million and $4,733 million for the nine months ended September 30, 2014 and 2013, respectively, cash used in investing activities of $2,606 million and $5,664 million for the nine months ended September 30, 2014 and 2013, respectively, and net cash used in financing activities of $3,438 million and provided by the financing activities of $3,414 million for the nine months ended September 30, 2014 and 2013, 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.


49

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 25, 2014. 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.



50

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, 2013. 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.

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. In addition, our industry is experiencing one of the most disruptive periods of transition in its history as we move from IT solutions built for the client-server second platform into the next phase of IT growth and innovation, or the third platform. There can be no assurance that our existing products will be properly positioned in the third platform 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, Big Data and trust through infrastructure and application transformation will be accepted or validated in the marketplace.

Risks associated with the development and introduction of new products include delays in development and changes in data storage, networking virtualization, infrastructure management, information security and operating system technologies which could require us to modify existing products. Risks inherent in the transition to new products include:
•
the difficulty in forecasting customer preferences or demand accurately;
•
the inability to expand production capacity to meet demand for new products;
•
the inability to successfully manage the interoperability and transition from older products;
•
the impact of customers’ demand for new products on the products being replaced, thereby causing a decline in sales of existing products and an excessive, obsolete supply of inventory; and
•
delays in initial shipments of new products.

Further risks inherent in new product introductions include the uncertainty of price-performance relative to products of competitors, competitors’ responses to the introductions and the desire by customers to evaluate new products for extended periods of time. Our failure to introduce new or enhanced products on a timely basis, keep pace with rapid industry, technological or market changes or effectively manage the transitions to new products or new technologies could have a material adverse effect on our business, results of operations or financial condition.


51

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:
•
successfully communicating and executing on our unique federation strategy;
•
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 effectively, given the breadth of our offerings;
•
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 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 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 sectors and across many geographies. 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 revenue including the relative mixture of product revenue which is subscription based. Increased component costs, increased pricing pressures, the relative and varying rates of increases or decreases

52

in component costs and product price, changes in product and services revenue mixture, including the mixture of subscription based product revenue, 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. We may have difficulty managing our component and product design 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 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.

Our financial performance is 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;
•
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 and services 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 services and enhancements that meet customer demand, certification requirements and technical requirements;
•
VMware's ability to compete effectively;
•
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 and services by VMware or by its competitors;
•
VMware’s ability to maintain scalable internal systems for reporting, order processing, license fulfillment, product delivery, purchasing, billing and general accounting, among other functions;
•
VMware’s ability to control costs, including its operating expenses;
•
changes to VMware’s effective tax rate;
•
the increasing scale of VMware’s business and its effect on VMware’s ability to maintain historical rates of growth;
•
VMware’s ability to attract and retain highly skilled employees, particularly those with relevant experience in software development and sales;
•
VMware’s ability to conform to emerging industry standards and to technological developments by its competitors and customers;
•
renewal rates and the amounts of the renewals for enterprise license agreements, or ELA’s, as original ELA terms expire;
•
the timing and amount of software development costs that may be capitalized beginning when technological feasibility has been established and ending when the product is available for general release;

53

•
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 acquired intangible assets, and the potential impairment of these assets.

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 book orders or 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.

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 that are beyond our control. If these conditions remain challenging or deteriorate, our business, results of operations or financial condition could be materially adversely affected. Possible consequences from macroeconomic global challenges include 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.


54

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.

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 stock price is volatile and may be affected by the trading price of VMware Class A common stock.

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 our relationship with VMware; and
•
factors impacting the 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.


55

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. Our employees, contractors and agents may take actions in violation of our policies that are designed to ensure compliance with these laws. Any such violations 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 with a U.S. dollar functional currency. As a result, Bolivar-denominated transactions are subject to exchange gains and losses that may impact our earnings. As of quarter end, three exchange rates are available, via legal mechanisms administered by the Venezuelan government, to convert Bolivars into U.S. dollars. These three mechanisms are CENCOEX (official exchange rate), SICAD I and SICAD II. We have continued to use the official exchange rate to remeasure these balances based upon the expected rate at which we believe is most appropriate for these items to be settled. We are closely monitoring information concerning these rates in the event it becomes appropriate to adopt a rate other than the official rate. Changing the rate used to re-measure our Bolivar-denominated transactions to either the SICAD I or SICAD II rates could have an adverse effect on our financial position, results of operations or cash flows.

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 flash drives, 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 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

56

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

We held $9.3 billion in short- and long-term investments as of September 30, 2014. The investments are invested primarily in investment grade debt securities, and we limit the amount of investment with any one issuer. A further deterioration in the economy, including a tightening of credit markets, increased defaults by issuers, or significant volatility in interest rates, could cause the investments to decline in value or could impact the liquidity of the portfolio. If market conditions deteriorate significantly, our results of operations or financial condition could be materially adversely affected.

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

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

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

We have alliances, such as our VCE joint venture, with leading information technology companies, some of whom may be our competitors in other areas, 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.


57

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

In addition, although we believe we have adequate security measures, if our 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. In the past, VMware has been made aware of public postings by hackers of portions of their source code.

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. While one phase of our upgrade was implemented in the third quarter of 2012, we still have further planned phases to our upgrade. 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. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change, which might significantly impact our effective income tax rate in the future. 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.

As part of the current Administration’s ongoing negotiations, President Obama and the House of Representatives and Senate Committees have called for a comprehensive tax reform, which might change certain U.S. tax rules for U.S. corporations doing business outside the United States. While the scope of future changes differs among various tax proposals and remains unclear, proposed changes might 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. The enactment of some or all of these proposals could increase the Company's effective tax rate and adversely affect our profitability.

Recent developments in 2014, including the Irish government’s announced changes to the taxation of certain existing non-resident Irish companies beginning in January 2021, and the Organisation for Economic Co-operation and Development’s project on Base Erosion and Profit Shifting, could ultimately impact our tax liabilities to foreign jurisdictions and treatment of our foreign earnings from a U.S. perspective, which may adversely impact our effective tax rate.


58

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.

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, investments and joint ventures.

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 or failing to close an announced transaction. Further, the risks described above may be exacerbated as a result of managing multiple acquisitions at the same time.

We also seek to invest in businesses that offer complementary products, services or technologies and to, from time to time, create new joint ventures or alliances. These investments and ventures are accompanied by risks similar to those encountered in an acquisition of a business.


59

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, 2013. As market conditions permit, we expect to continue to shift the asset allocation to lower the percentage of investments in equities 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 of return on plan assets and an increase in future pension expense. As of December 31, 2013, the ten-year historical rate of return on plan assets was 6.85%, and the inception to date return on plan assets was 9.87%. In 2013, we experienced a 8.69% 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.

Our failure to pay quarterly dividends to our shareholders could materially adversely affect our stock price.

Our ability to pay quarterly dividends will be subject to, among other things, our financial position and results of operations, available cash and cash flow, and capital requirements. Any reduction or discontinuation of quarterly dividends could cause our stock price to decline significantly.


60

Item 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES IN THE THIRD QUARTER OF 2014
(table in millions, except per share amounts)
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
July 1, 2014 – July 31, 2014
5

 
$
29.45

 
4

 
112

August 1, 2014 – August 31, 2014
10

 
29.35

 
9

 
104

September 1, 2014 – September 30, 2014
—

 
28.84

 
—

 
104

Total
15

(2) 
$
29.38

 
13

 
104

__________________________
(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 February 2013 to repurchase 250 million shares of our common stock. This repurchase authorization does not have a fixed termination date.
(2)
Includes an aggregate of 2.5 million shares withheld from employees for the payment of taxes.

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 63 of this report.


61

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: November 5, 2014
 
EMC CORPORATION
 
 
 
By:
/s/ Zane C. Rowe
 
 
 
Zane C. Rowe
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer)

62

EXHIBIT INDEX
 
3.1
 
Restated Articles of Organization of EMC Corporation. (1)
3.2
 
Amended and Restated Bylaws of EMC Corporation. (1)
4.1
 
Form of Stock Certificate. (2)
4.2
 
Indenture with Wells Fargo Bank, N.A., as trustee, dated as of November 17, 2006. (3)
4.3
 
Registration Rights Agreement with Goldman, Sachs & Co., Lehman Brothers Inc. and Citigroup Global Markets Inc., dated as of November 17, 2006. (3)
4.4
 
Underwriting Agreement, dated as of June 3, 2013, by and among the Company, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein. (4)
4.5
 
Indenture, dated as of June 6, 2013, by and between the Company and Wells Fargo Bank, National Association, as Trustee. (4)
10.1
 
TwinStrata, Inc. 2008 Stock Option and Purchase Plan dated April 22, 2008. (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)
_________________
*
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 Quarterly Report on Form 10-Q filed May 3, 2013 (No. 1-9853).
(2)
Incorporated by reference to EMC Corporation’s Annual Report on Form 10-K filed February 29, 2008 (No. 1-9853).
(3)
Incorporated by reference to EMC Corporation’s Current Report on Form 8-K filed November 17, 2006 (No. 1-9853).
(4)
Incorporated by reference to EMC Corporation’s Current Report on Form 8-K filed June 6, 2013 (No. 1-9853).



63