-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BSFUwN6EIV8FCy9txaCOOb+heFtLI7zs9xPmXTQYockVR1DPFeZjO7IciR/W9OFU 6ZGr9mE7bp3bo+rK6sLR9g== 0000790070-96-000011.txt : 19960813 0000790070-96-000011.hdr.sgml : 19960813 ACCESSION NUMBER: 0000790070-96-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960629 FILED AS OF DATE: 19960812 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042680009 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09853 FILM NUMBER: 96608065 BUSINESS ADDRESS: STREET 1: 171 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5084351000 MAIL ADDRESS: STREET 1: 171 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarter Ended: June 29, 1996 Commission File Number 1-9853 EMC CORPORATION -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2680009 - ----------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) organization or incorporation) 171 South Street Hopkinton, Massachusetts 01748-9103 - ------------------------------------------------------------------------------ (Address of principal executive offices, including 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 ________ Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Common Stock, par value $.01 per share 231,525,361 - -------------------------------------- ------------------ Class Outstanding as of June 29, 1996 Page No. Part I - Financial Information Consolidated Balance Sheets June 29, 1996 and December 30, 1995 3 Consolidated Statements of Operations for the Three and Six Months Ended June 29, 1996 and July 1, 1995 4 Consolidated Statements of Cash Flows for the Six Months Ended June 29, 1996 and July 1, 1995 5 Notes to Interim Consolidated Financial Statements 6 - 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 14 Part II - Other Information 15-16 Signatures 17 Exhibit Index 18 CONSOLIDATED BALANCE SHEETS (amounts in thousands except share amounts)
June 29, 1996 December 30, 1995 ASSETS Current assets: Cash and short-term investments $500,162 $379,628 Trade and notes receivable less allowance for doubtful accounts of $7,750 and $7,062, respectively 531,530 550,473 Inventories 282,435 330,160 Deferred income taxes 32,274 44,061 Other assets 25,875 14,633 Total current assets 1,372,276 1,318,955 Long-term investments 185,547 125,276 Notes receivable, net 20,516 26,497 Property, plant and equipment, net 244,215 218,901 Deferred income taxes 8,284 9,200 Intangible assets, net 59,861 20,078 Other assets, net 47,117 26,822 Total assets $1,937,816 $1,745,729 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current portion of long-term obligations $7,503 $915 Accounts payable 118,047 111,721 Accrued expenses 117,244 130,596 Income taxes payable 96,484 107,717 Deferred revenue 11,279 8,411 Total current liabilities 350,557 359,360 Deferred revenue 2,252 223 Long-term obligations: 4 1/4% convertible subordinated notes due 2001 229,498 229,598 Notes payable and capital lease obligations 47,773 16,247 Total liabilities 630,080 605,428 Stockholders' equity: Series Preferred Stock, par value $.01; authorized 25,000,000 shares --- --- Common Stock, par value $.01; authorized 500,000,000 shares; issued 233,532,608 and 232,517,845 shares, in 1996 and 1995, respectively 2,335 2,325 Additional paid-in capital 345,055 350,989 Deferred compensation (1,517) (2,140) Retained earnings 958,198 786,599 Cumulative translation adjustment 4,603 3,766 Treasury stock, at cost, 2,007,247 and 2,646,453 shares, in 1996 and 1995, respectively (938) (1,238) Total stockholders' equity 1,307,736 1,140,301 Total liabilities and stockholders' equity $1,937,816 $1,745,729 The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands except per share amounts) (unaudited)
For the Three Months Ended For the Six Months Ended June 29, July 1, June 29, July 1, 1996 1995 1996 1995 Revenues: Net sales $533,235 $466,524 $1,042,419 $904,482 Service and rental 11,782 12,029 24,085 22,187 545,017 478,553 1,066,504 926,669 Costs and expenses: Cost of sales and service 304,941 231,762 598,105 449,870 Research and development 39,632 43,951 74,950 83,891 Selling, general and administrative 87,159 74,495 168,922 146,286 Operating income 113,285 128,345 224,527 246,622 Investment income 8,041 5,876 14,366 12,436 Interest expense (2,997) (3,065) (6,056) (6,574) Other income/(expense), net (210) 495 (3) 1,051 Income before taxes 118,119 131,651 232,834 253,535 Income tax provision 31,065 37,540 61,235 73,975 Net income $87,054 $94,111 $171,599 $179,560 Net income per weighted average share, primary $0.36 $0.39 $0.70 $0.76 Net income per weighted average share, fully diluted $0.36 $0.38 $0.70 $0.74 Weighted average number of common shares outstanding, primary 248,517 248,061 248,569 241,540 Weighted average number of common shares outstanding, fully diluted 248,574 248,582 248,621 248,537 The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) (unaudited)
For the Six Months Ended June 29, July 1, 1996 1995 Cash flows from operating activities: Net income $171,599 $179,560 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 36,275 26,652 Deferred income taxes 12,703 (1,230) Net loss on disposal of property and equipment 290 424 Changes in assets and liabilities: Trade and notes receivable 24,995 (103,225) Inventories 47,685 (46,052) Other assets (33,937) (23,957) Accounts payable 6,416 (57,623) Accrued expenses (15,380) (1,882) Income taxes payable (11,225) 45,537 Deferred revenue 4,863 5,090 Net cash provided by operating activities 244,284 23,294 Cash flows from investing activities: Additions to property and equipment (56,319) (42,827) Purchase of patents (6,333) -- Proceeds from disposal of property and equipment 826 -- Net (purchase)/maturity of long-term investments (60,271) 18,089 Net cash used by investing activities (122,097) (24,738) Cash flows from financing activities: Issuance of common stock 11,269 9,349 Repurchase of shares for treasury (16,370) (368) Payment of long-term and short-term obligations (444) (11,828) Issuance of long-term and short-term obligations 3,142 545 Net cash used by financing activities (2,403) (2,302) Effect of exchange rate changes on cash 750 (84) Net increase/(decrease) in cash and cash equivalents 119,784 (3,746) Cash and cash equivalents at beginning of period 379,628 249,830 Cash and cash equivalents at end of period $500,162 $246,000 Non-cash activity - conversion of notes and debentures $100 $39,536 - patents acquired by notes and other payables $37,416 -- The accompanying notes are an integral part of the consolidated financial statements.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation Company EMC Corporation and its subsidiaries ("EMC" or the "Company") design, manufacture, market and support a wide range of storage-related hardware, software and service products for the mainframe, open systems and network computer storage markets worldwide. These products are sold as storage solutions for customers utilizing a variety of computer system platforms, including, but not limited to, International Business Machines Corporation ("IBM") and IBM-compatible mainframe, Unisys Corporation, Compagnie des Machines Bull S.A., Hewlett-Packard Company, NCR Corporation and other open systems platforms. Accounting The accompanying consolidated financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles. These statements include the accounts of EMC and its subsidiaries. Certain information and footnote disclosures normally included in the Company's annual consolidated financial statements have been condensed or omitted. The interim consolidated financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair statement of the results for the interim periods ended June 29, 1996 and July 1, 1995. Certain prior year amounts have been reclassified to conform with the 1996 presentation. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the entire fiscal year. It is suggested that these interim consolidated financial statements be read in conjunction with the audited consolidated financial statements for the year ended December 30, 1995, which are contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 1996. 2. Inventory
June 29, 1996 December 30, 1995 Inventories consist of: Purchased parts $ 10,278,000 $ 22,870,000 Work-in-process 157,322,000 150,216,000 Finished goods 114,835,000 157,074,000 $282,435,000 $330,160,000
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 3. Net Income Per Share Net income per share was computed on the basis of weighted average common and dilutive common equivalent shares outstanding. Primary weighted average shares outstanding and earnings used in per share computations for the three and six months ended June 29, 1996 and July 1, 1995 reflect the dilutive effects of the 4 1/4% convertible subordinated notes due 2001 (the "Notes") and outstanding stock options. Fully diluted weighted average shares outstanding and earnings used in per share computations for the six months ended July 1, 1995 reflect the dilutive effects of the 6 1/4% convertible subordinated debentures, which were either converted or redeemed on or prior to April 1, 1995, in addition to the dilutive effect of the Notes and outstanding stock options. 4.Litigation The Company is a party to litigation which it considers routine and incidental to its business. Management does not expect the results of any of these actions to have a material adverse effect on the Company's business or financial condition. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - Second Quarter of 1996 compared to Second Quarter of 1995 - ------------------------------------------------------------------------------ Revenues Revenues for the quarter ended June 29, 1996 were $545,017,000 compared to $478,553,000 for the second quarter of 1995, an increase of $66,464,000 or 14%. The increase in revenues was due primarily to the continued strong demand for the Company's series of Integrated Cached Disk Array ("ICDA") based products, particularly the open systems products which include the Symmetrix 3000 series of products and the Centriplex series of products. Revenues from products sold into the mainframe storage market, which includes the Symmetrix 5000 series of products, were $309,494,000 in the second quarter of 1996, compared to $376,652,000 in the second quarter of 1995, a decrease of $67,158,000 or 18%. Revenues from products sold into the open systems storage market, which includes the Symmetrix 3000 series of products and the Centriplex series of products, were $169,582,000 in the second quarter of 1996, compared to $22,060,000 in the second quarter of 1995, an increase of $147,522,000 or 669%. Revenues from products sold by McDATA Corporation, a wholly-owned subsidiary of EMC ("McDATA"), which includes the ESCON Director series of products, were $45,980,000 in the second quarter of 1996, compared to $43,051,000 in the second quarter of 1995, an increase of $2,929,000 or 7%. Revenues from all other products, which includes the midrange series of products, were $8,179,000 in the second quarter of 1996, compared to $24,761,000 in the second quarter of 1995, a decrease of $16,582,000 or 67%. Revenues from service and rental income were $11,782,000 in the second quarter of 1996, compared to $12,029,000 in the second quarter of 1995, a decrease of $247,000 or 2%. On October 31, 1995, the Company entered into a reseller agreement with Hewlett-Packard Company ("HP") wherein HP will market and resell the Symmetrix 3000 family of systems worldwide for connection to HP's 9000 series computers. This agreement has been expanded to enable HP to also market and resell this family of systems for connection to HP's 3000 series computers. The agreement currently extends to June 30, 1997. Revenues on sales into the markets of North America and South America were $330,873,000 in the second quarter of 1996 compared to $291,005,000 in the second quarter of 1995, an increase of $39,868,000, or 14%. This increase was due primarily to increased revenue levels from sales of the Symmetrix series of products in the open systems storage market. Revenues on sales into the markets of Europe, Africa and the Middle East were $166,034,000 in the second quarter of 1996 compared to $159,365,000 in the second quarter of 1995, an increase of $6,669,000, or 4%, due primarily to increased revenue levels from sales of the Symmetrix series of products in the open systems storage market. Revenues on sales into the markets in the Asia Pacific region were $48,110,000 in the second quarter of 1996 compared to $28,183,000 in the second quarter of 1995, an increase of $19,927,000, or 71%, due primarily to increased revenue levels from sales of the Symmetrix series of products in the mainframe storage market. Cost of Sales and Service Cost of sales and service increased to 56.0% of revenues in the second quarter of 1996, compared to 48.4% of revenues in the second quarter of 1995. This increase is primarily attributable to the impact of price declines in the mainframe and open systems storage markets being greater than the impact of cost declines in raw material components. The Company currently believes that price declines will continue. In May 1996, the Company opened its international Customer Support Center, based in Ireland, to provide primary response for all technical support issues related to EMC storage systems installed outside of North America. Research and Development Research and development ("R&D") expenses were $39,632,000 and $43,951,000 in the second quarters of 1996 and 1995, respectively, a decrease of $4,319,000, or 9.8%. R&D expenses were 7.3% and 9.2% of revenues in the second quarters of 1996 and 1995, respectively. Dollar decreases in R&D spending reflect the consolidation of domestic development efforts and the capitalization of software development costs primarily related to specific software products. The decrease was partially offset by the cost of additional technical staff and depreciation expenses associated with capital equipment acquired to facilitate development. The Company expects to continue to spend substantial amounts for R&D in 1996. Selling, General and Administrative Selling, general and administrative ("SG&A") expenses were $87,159,000 and $74,495,000 in the second quarters of 1996 and 1995, respectively, an increase of $12,664,000 or 17.0%. SG&A expenses were 16.0% and 15.6% of revenues in the second quarters of 1996 and 1995, respectively. The dollar increase is due primarily to costs associated with additional worldwide sales and support personnel and their related overhead costs. These costs are attributable to the Company's increased revenue levels and the Company's initiative to expand its open systems storage products, expansion of the international direct sales force and OEM and strategic alliance programs. SG&A expenses are expected to increase in dollar terms for the balance of 1996. Investment Income and Interest Expense Investment income was $8,041,000 in the second quarter of 1996 compared with $5,876,000 in the same period a year ago. Interest income was earned from investments in cash equivalents, and short and long-term investments. Investment income increased in 1996 primarily due to higher cash and investment balances in the second quarter of 1996 over the same period in 1995. Interest expense decreased slightly in the second quarter of 1996 from the second quarter of 1995. Provision for Income Taxes The provision for income taxes was $31,065,000 and $37,540,000 in the second quarters of 1996 and 1995, respectively, which resulted in an effective tax rate of 26.3% in the second quarter of 1996 and 28.5% in the second quarter of 1995. The decrease in the effective tax rate is mainly attributable to the realization of benefits associated with the implementation of the Company's tax strategies. The Company provides for income taxes based upon its estimate of full year earnings on a country-by-country basis. Earnings Fluctuations Due to (i) customers' tendencies to make purchase decisions late in each fiscal quarter, (ii) the desire by customers to evaluate new, more expensive products for longer periods of time, (iii) the timing of product and technology announcements by the Company and its competitors, (iv) fluctuating currency exchange rates, (v) competitive pricing pressures in the computer storage market and (vi) the relative and varying rates of product price and component cost declines, the Company's period to period revenues and earnings could, under certain circumstances, fluctuate significantly. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - First Six Months of 1996 compared to First Six Months of 1995 - ------------------------------------------------------------------------------ Revenues Revenues for the six months ended June 29, 1996 were $1,066,504,000 compared to $926,669,000 for the first six months of 1995, an increase of $139,835,000 or 15%. The increase in revenues was due primarily to the continued strong demand for the Company's series of Integrated Cached Disk Array ("ICDA") based products, particularly the open systems products which include the Symmetrix 3000 series of products and the Centriplex series of products. Revenues from products sold into the mainframe storage market, which includes the Symmetrix 5000 series of products, were $618,649,000 in the first six months of 1996, compared to $742,320,000 in the first six months of 1995, a decrease of $123,671,000 or 17%. Revenues from products sold into the open systems storage market, which includes the Symmetrix 3000 series of products and the Centriplex series of products, were $316,289,000 in the first six months of 1996, compared to $40,571,000 in the first six months of 1995, an increase of $275,718,000 or 680%. Revenues from products sold by McDATA, which includes the ESCON Director series of products, were $85,276,000 in the first six months of 1996, compared to $70,232,000 in the first six months of 1995, an increase of $15,044,000 or 21%. Revenues from all other products, which includes the midrange series of products, were $22,205,000 in the first six months of 1996, compared to $51,359,000 in the first six months of 1995, a decrease of $29,154,000 or 57%. Revenues from service and rental income were $24,085,000 in the first six months of 1996, compared to $22,187,000 in the first six months of 1995, an increase of $1,898,000 or 9%. On October 31, 1995, the Company entered into a reseller agreement with Hewlett-Packard Company ("HP") wherein HP will market and resell the Symmetrix 3000 family of systems worldwide for connection to HP's 9000 series computers. This agreement has been expanded to enable HP to also market and resell this family of systems for connection to HP's 3000 series computers. The agreement currently extends to June 30, 1997. Revenues on sales into the markets of North America and South America increased by $88,821,000, or 16%, to $641,018,000 in the first six months of 1996 from $552,197,000 in the first six months of 1995. This increase was due primarily to increased revenue levels from sales of the Symmetrix series of products in the open systems storage market. Revenues on sales into the markets of Europe, Africa and the Middle East increased by $29,794,000, or 10%, to $329,259,000 in the first six months of 1996 from $299,465,000 in the first six months of 1995, due primarily to increased revenue levels from sales of the Symmetrix series of products in the open systems storage market. Revenues on sales into the markets in the Asia Pacific region increased by $21,220,000, or 28%, to $96,227,000 in the first six months of 1996 from $75,007,000 in the first six months of 1995, due primarily to increased revenue levels from sales of the Symmetrix series of products in the mainframe storage market. Cost of Sales and Service Cost of sales and service increased to 56.1% of revenues in the first six months of 1996, compared to 48.5% of revenues in the first six months of 1995. This increase is primarily attributable to the impact of price declines in the mainframe and open systems storage markets being greater than the impact of cost declines in raw material components. The Company currently believes that price declines will continue. In May 1996, the Company opened its international Customer Support Center, based in Ireland, to provide primary response for all technical support issues related to EMC storage systems installed outside of North America. Research and Development Research and development ("R&D") expenses were $74,950,000 and $83,891,000 in the first six months of 1996 and 1995, respectively, a decrease of $8,941,000, or 10.7%. R&D expenses were 7.0% and 9.1% of revenues in the first six months of 1996 and 1995, respectively. Dollar decreases in R&D spending reflect the consolidation of domestic development efforts and the capitalization of software development costs primarily related to specific software products. The decrease was partially offset by the cost of additional technical staff and depreciation expenses associated with capital equipment acquired to facilitate development. The Company expects to continue to spend substantial amounts for R&D in 1996. Selling, General and Administrative Selling, general and administrative ("SG&A") expenses were $168,922,000 and $146,286,000 in the first six months of 1996 and 1995, respectively, an increase of $22,636,000 or 15.5%. SG&A expenses were 15.8% of revenues in both the first six months of 1996 and 1995. The dollar increase is due primarily to costs associated with additional worldwide sales and support personnel and their related overhead costs. These costs are attributable to the Company's increased revenue levels and the Company's initiative to expand its open systems storage products, expansion of international direct sales force and OEM and strategic alliance programs. SG&A expenses are expected to increase in dollar terms for the balance of 1996. Investment Income and Interest Expense Investment income was $14,366,000 in the first six months of 1996 compared with $12,436,000 in the same period a year ago. Interest income was earned from investments in cash equivalents, and short and long-term investments. Investment income increased in the first six months of 1996 primarily due to higher cash and investment balances in the first six months of 1996 over the same period in 1995. Interest expense decreased slightly in the first six months of 1996 from the same period in 1995, primarily due to conversion and redemption of the Debentures in the first quarter of 1995. Provision for Income Taxes The provision for income taxes was $61,235,000 and $73,975,000 in the first six months of 1996 and 1995, respectively, which resulted in an effective tax rate of 26.3% and 29.2%, respectively. The decrease in the effective tax rate is mainly attributable to the realization of benefits associated with the implementation of the Company's tax strategies. The Company provides for income taxes based upon its estimate of full year earnings on a country-by- country basis. Earnings Fluctuations Due to (i) customers' tendencies to make purchase decisions late in each fiscal quarter, (ii) the desire by customers to evaluate new, more expensive products for longer periods of time, (iii) the timing of product and technology announcements by the Company and its competitors, (iv) fluctuating currency exchange rates, (v) competitive pricing pressures in the computer storage market and (vi) the relative and varying rates of product price and component cost declines, the Company's period to period revenues and earnings could, under certain circumstances, fluctuate significantly. FINANCIAL CONDITION Cash and short-term investments were $500,162,000 and $379,628,000 at June 29, 1996 and December 30, 1995, respectively. Cash and short and long-term investments were $685,709,000 and $504,904,000 at June 29, 1996 and December 30, 1995, respectively. In the first six months of 1996, cash and short and long-term investments increased by $180,805,000. Cash provided by operating activities for the first six months of 1996 amounted to $244,284,000. This was primarily generated from net income and improvements in inventories and receivables. Cash used by investing activities was $122,097,000, principally for additions to property, plant and equipment, and the purchase of long-term investments. Cash used by financing activities was $2,403,000 principally due to repurchases of treasury stock, offset by proceeds from stock option exercises. The Company currently expects to generate a further increase in cash and short and long-term investments over the remainder of 1996. At June 29, 1996, the Company had available for use its credit lines of $72,000,000. The Company may elect to borrow at any time from these credit lines. Based on its current operating and capital expenditure forecasts, the Company believes funds currently available, funds generated from operations and its available lines of credit will be adequate to finance its operations. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders was held on May 8, 1996. There was no solicitation in opposition to the management's nominees as listed in the Company's proxy statement and all such nominees were elected as Class III directors for a three-year term. In addition, the stockholders approved the addition of 1,000,000 shares of authorized common stock to the Company's 1989 Employee Stock Purchase Plan and approved certain amendments to the Company's 1992 Stock Option Plan for Directors. The results of the votes for each of these proposals were as follows:
1. Election of Class III Directors: For Withheld Michael J. Cronin 188,497,452 2,238,121 Maureen E. Egan 188,493,098 2,242,475 W. Paul Fitzgerald 188,514,843 2,220,730 2. To amend the Company's 1989 Employee Stock Purchase Plan: For: 183,647,478 Against: 5,864,256 Abstain: 1,004,319 Broker Non-Votes: 219,520 3. To amend the Company's 1992 Stock Option Plan for Directors: For: 165,528,285 Against: 23,187,289 Abstain: 1,800,479 Broker Non-Votes: 219,520
Item 6. Exhibits and Reports on Form 8-K (a)Exhibits 11.1 Computation of Primary and Fully Diluted Net Income Per Share (filed herewith). 27 Financial Data Schedule (filed herewith). (b) Reports on Form 8-K On April 24, 1996, the Company filed a report (Date of Report: April 24, 1996) on Form 8-K containing cautionary statements pursuant to the Private Securities Litigation Reform Act of 1995. 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. EMC CORPORATION Date: August 12, 1996 By: /s/ Colin G. Patteson Colin G. Patteson Vice President Chief Financial Officer and Treasurer (Principal Financial Officer) By: /s/ William J. Teuber, Jr. William J. Teuber, Jr. Vice President and Controller (Principal Accounting Officer) EXHIBIT INDEX Exhibit 11.1 Computation of Primary and Fully Diluted Net Income Per Share Exhibit 27 Financial Data Schedule Exhibit 11.1 Computation of Primary and Fully Diluted Net Income Per Share (Amounts in thousands except share and per share data)
Three Months Ended Six Months Ended June 29, July 1, June 29, July 1, 1996 1995 1996 1995 Primary Net income $87,054 $94,111 $171,599 $179,560 Add back interest expense on convertible notes 2,438 2,440 4,878 4,878 Less tax effect on interest expense on convertible notes (975) (976) (1,951) (1,951) Net income for purposes of calculating primary net income per share $88,517 $95,575 $174,526 $182,487 Weighted average shares outstanding during the period 231,702,179 227,505,239 231,177,705 20,774,837 Common equivalent shares 16,814,653 20,555,515 17,391,703 20,764,971 Common and common equivalent shares outstanding for purpose of calculating primary net income per share 248,516,832 248,060,754 248,569,408 241,539,808 Primary net income per share (Note 3) $0.36 $0.39 $0.70 $0.76 Fully Diluted Net income $87,054 $94,111 $171,599 $179,560 Add back interest expense on convertible notes and debentures 2,438 2,440 4,878 5,495 Less tax effect on interest expense on convertible notes and debentures (975) (976) (1,951) (2,198) Net income for purpose of calculating fully diluted net income per share $88,517 $95,575 $174,526 $182,857 Common and common equivalent shares outstanding for purpose of calculating primary net income per share 248,516,832 248,060,754 248,569,408 241,539,808 Incremental shares to reflect full dilution, primarily from convertible subordinated debentures in 1995 57,210 521,035 51,239 6,997,650 Total shares for purpose of calculating fully diluted net income per share 248,574,042 248,581,789 248,620,647 248,537,458 Fully diluted net income per share (Note 3) $0.36 $0.38 $0.70 $0.74
EX-27 2
5 This schedule contains summary financial information extracted from EMC Corporation financial statements and is qualified in its entirety by reference to such financial statements. 1000 6-MOS DEC-28-1996 JUN-29-1996 500,162 0 531,530 7,750 282,435 1,372,276 244,215 36,275 1,937,816 350,557 229,498 2,335 0 0 1,305,401 1,937,816 1,042,419 1,066,504 598,105 841,977 3 0 6,056 232,834 61,235 171,599 0 0 0 171,599 .70 .70
-----END PRIVACY-ENHANCED MESSAGE-----