-----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, Hyly1FYA1rbZbyvZEC9poj91FCpSN0Z9NNDsZ+TfidF5soTOHobZ3ojIr10DvGWh bj9T8yS+Tht/ORYR/rJAIQ== 0000912057-01-521872.txt : 20010629 0000912057-01-521872.hdr.sgml : 20010629 ACCESSION NUMBER: 0000912057-01-521872 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010628 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: 11-K SEC ACT: SEC FILE NUMBER: 033-03656 FILM NUMBER: 1670438 BUSINESS ADDRESS: STREET 1: 35 PARKWOOD DR CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5084351000 MAIL ADDRESS: STREET 1: 35 PARKWOOD DRIVE CITY: HOPKINTON STATE: MA ZIP: 01748-9103 11-K 1 a2052838z11-k.txt FORM 11-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 11-K ------------------------ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 1-9853 EMC Corporation 401(k) Savings Plan (Full title of the Plan) EMC Corporation (Name of issuer of the securities held pursuant to the Plan) 35 Parkwood Drive, Hopkinton, Massachusetts 01748 (address of principal executive office) ================================================================================ EMC CORPORATION
PAGE NO Reports of Independent Accountants 2 Financial Statements: Statement of Assets Available for Plan Benefits as of December 31, 2000 and 1999 3 Statement of Changes in Assets Available for Plan Benefits for the Years Ended 4 December 31, 2000 and 1999 Notes to Financial Statements 5-8 Supplemental Schedules* Assets Held for Investment Purposes as of December 31, 2000 9 Signature 10 Exhibit Index 11 Exhibit 23.1 Consent of Independent Accountants 12
*Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because such schedules are not applicable. 1 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Plan Administrator of the EMC Corporation 401(k) Savings Plan In our opinion, the accompanying statements of assets available for benefits and the related statements of changes in assets available for benefits present fairly, in all material respects, the assets available for benefits of the EMC Corporation 401(k) Savings Plan (the "Plan") at December 31, 2000 and 1999, and the changes in assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. As discussed in Note 1, the Data General Corporation Savings and Investment Plan was merged into the Plan on January 1, 2000. /s/ PricewaterhouseCoopers LLP June 28, 2001 2 EMC CORPORATION EMC CORPORATION 401(K) SAVINGS PLAN STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 2000 AND 1999
2000 1999 ASSETS Investments at fair value: Common collective trust: Fidelity Managed Income Portfolio Fund $ 50,561,019 * $ 11,671,606 ------------------- ------------------- Mutual funds: Fidelity Equity Income Fund 55,955,157 * 30,662,701 * Fidelity Equity Income II Fund 28,106,229 28,832,326 * Fidelity Independence Fund 56,339,953 * - Fidelity Magellan Fund 157,472,593 * 102,602,595 * Fidelity Puritan Fund 42,640,509 * 24,479,025 * Fidelity Retirement Growth Fund - 32,763,979 * Vanguard U.S. Growth Fund 22,031,324 17,604,505 * Other mutual funds 172,004,624 56,340,445 ------------------- ------------------- Total mutual funds 534,550,389 293,285,576 ------------------- ------------------- EMC Corporation Stock Fund: EMC Corporation common stock 23,942,128 11,468,519 Interest bearing cash 206,447 70,671 ------------------- ------------------- Total EMC Corporation Stock Fund 24,148,575 11,539,190 ------------------- ------------------- Loans to participants 12,438,538 5,864,808 ------------------- ------------------- Total investments 621,698,521 322,361,180 ------------------- ------------------- Receivables: Employer contributions 7,746,205 4,219,316 Participant contributions 1,990,730 - Investment income receivable 2,085 610 Receivable for investments sold - 160,130 ------------------- ------------------- Total receivables 9,739,020 4,380,056 ------------------- ------------------- Assets available for benefits $ 631,437,541 $ 326,741,236 =================== ===================
*Represents 5% or more of assets available for benefits. The accompanying notes are an integral part of these financial statements. 3 EMC CORPORATION EMC CORPORATION 401(K) SAVINGS PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999 Additions: Investment income: Net appreciation (depreciation) of investments: Mutual funds $ (73,396,752) $ 21,992,525 EMC Corporation common stock 1,586,182 5,681,930 -------------------- -------------------- Total net appreciation (depreciation) of investments (71,810,570) 27,674,455 -------------------- -------------------- Dividends and interest 50,449,885 23,964,802 -------------------- -------------------- (21,360,685) 51,639,257 -------------------- -------------------- Contributions: Employer contributions 23,747,714 12,855,061 Participant contributions 75,226,508 38,464,491 Participant rollovers from other qualified plans 31,199,984 22,046,745 -------------------- -------------------- 130,174,206 73,366,297 -------------------- -------------------- Total additions 108,813,521 125,005,554 -------------------- -------------------- Deductions: Benefits paid to participants 33,306,222 7,667,131 Administrative fees 11,239 - -------------------- -------------------- Total deductions 33,317,461 7,667,131 -------------------- -------------------- Net increase prior to plan merger 75,496,060 117,338,423 Merger of plan assets from Data General Corporation Savings and Investment Plan 229,200,245 - -------------------- -------------------- Net increase 304,696,305 117,338,423 Assets available for benefits: Beginning of year 326,741,236 209,402,813 -------------------- -------------------- End of year $ 631,437,541 $ 326,741,236 ==================== ====================
The accompanying notes are an integral part of these financial statements. 4 EMC CORPORATION EMC CORPORATION 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following description of the EMC Corporation 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a contributory defined contribution plan established January 1, 1983 for the purpose of providing an opportunity for retirement income and increased savings to the employees of EMC Corporation (the "Company") who meet the length of service requirements. Plan assets acquired under this Plan as a result of contributions, investment income, and other additions to the Plan will be administered for the exclusive benefit of the participants and their beneficiaries. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). CONTRIBUTIONS During 2000, participants could elect to contribute an amount not to exceed, in the aggregate, between 1% and 17% (19% as of January 1, 2001) of their compensation on a pretax basis while participating in the Plan. Participants may also contribute amounts representing distributions from other qualified plans. In any Plan year, the Company may contribute to participants' accounts a quarterly matching contribution equal to a percentage of the participant's compensation contributed to the Plan as determined by the Company's Board of directors up to a maximum quarterly matching contribution of $750. In addition, discretionary Company profit sharing contributions based on different discretionary goals established for separate business units within the Company may be made upon a vote of the Board of Directors. To be eligible for an allocation of Company quarterly matching contributions, a participant must be employed by the Company on the last day of the calendar quarter. To be eligible for an allocation of discretionary Company profit sharing contributions, a participant must have completed at least 1,000 hours of service during the Plan year and be employed by the Company on the last day of the Plan year. Contributions are subject to certain limitations under the Internal Revenue Code of 1986, as amended (the "Code"). During 2000, the Company did not make any discretionary profit sharing contributions. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, the Company's discretionary matching contribution and an allocation of the profit sharing contributions and Plan earnings and debited with applicable expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. VESTING AND FORFEITURE Participants are immediately vested 100% in their voluntary contributions, rollover contributions, Company discretionary matching contributions plus the investment earnings arising from these contributions. Company discretionary profit sharing contributions are subject to a vesting schedule based on the number of years of continuous service as follows: 5 YEARS OF SERVICE VESTED PERCENTAGE Less than 1 year 0% 1 year but less than 2 25% 2 years but less than 3 50% 3 years but less than 4 75% 4 years or more 100% Participants' interest in their accounts shall become 100% vested and nonforfeitable without regard to their credited years of service if they are employed by the Company on or after age 65, incur a permanent and total disability or die while employed by the Company. If a participant who is not fully vested terminates employment with the Company, the participant shall be entitled to the vested portion of their account. The nonvested portion is forfeited and will be applied to the payment of Plan expenses. INVESTMENT OPTIONS Participants elect to invest the contributions to their accounts in five percent increments in the following options:
FIDELITY FUNDS AMERICAN FUNDS -------------- -------------- Fidelity Managed Income Portfolio Fund Washington Mutual Fund (Stable Value Fund) Europacific Growth Fund Fidelity Magellan Fund T. ROWE PRICE FUNDS ------------------- Fidelity Puritan Fund Mid Cap Growth Fund Fidelity Equity Income Fund Value Fund Fidelity Retirement Money Market Fund Brandywine Growth Fund Fidelity Equity Income II Fund Domini Social Equity Fund Fidelity Conservative Strategy Fund Janus Worldwide Fund Fidelity Moderate Strategy Fund PIMCO Total Return Adm Fund Fidelity Aggressive Strategy Fund Franklin Small Cap Growth Fund Fidelity Spartan U.S. Equity Index Fund Templeton Foreign A Fund Fidelity Independence Fund (formerly known as Vanguard U.S. Growth Fund the Fidelity Retirement Growth EMC Corporation Stock Fund Fund) Fidelity Low Price Stock Fund Fidelity Freedom Income Fund Fidelity Freedom 2000 Fund Fidelity Freedom 2010 Fund Fidelity Freedom 2020 Fund Fidelity Freedom 2030 Fund Fidelity Spartan Extended Market Index Fund
Participants may change their investment options as determined by the rules applicable to each investment. 6 PAYMENT OF BENEFITS Benefits are payable upon normal retirement age (65), death, separation from service or proven hardship. Participants who were a Plan member as of December 31, 1988 may elect to receive the value of their vested interest in his or her account in the form of an installment or in a lump-sum distribution. Plan members after such date will receive their vested interest in his or her account in a lump-sum distribution. In any event, payment of benefits must commence when the participant reaches age 70 1/2 or, if later, following the year they terminate employment. However, a 5% owner of the CompanY will be required to begin receiving minimum distributions from their account by the April 1 following attainment of age 70 1/2 regardless of whether they have terminated employment at that time. PARTICIPANT NOTES RECEIVABLE Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or one-half of the participant's vested account balance. Loan terms range from 1-5 years or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Company, as Plan administrator. Interest rates ranged from 8.25% - 10.5% for 2000 and 8.75% - 10% for 1999. Principal and interest are paid ratably through payroll deductions. MERGER INTO PLAN On October 12, 1999, the Company acquired Data General Corporation. In connection with the acquisition, the Data General Corporation Savings and Investment Plan (the "Data General Plan") merged into the Plan on January 1, 2000 resulting in the transfer of assets of $223,571,109 and the transfer of participant loans of $5,629,136 into the Plan. Former participants of the Data General Plan, eligible to participate in the Plan, began to participate in the Plan on January 1, 2000. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared using the accrual method of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION Investments are valued at fair value. Investments in shares of mutual funds and the common collective trust are valued based on net asset value announced by the fund at year-end. The Company's common stock, par value $.01 per share ("Common Stock"), is valued at the quoted market price on the last business day of the Plan year. Loans to participants are valued at cost plus accrued interest, which approximates fair value. The Plan presents in the statements of changes in assets available for plan benefits net appreciation (depreciation) in the fair value of its investments which consists of realized gains or losses and unrealized appreciation (depreciation) on investments. The cost of investments is determined on the average cost basis in calculating realized gains or losses. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. 7 EXPENSES OF THE PLAN Administrative expenses, including legal and participant accounting, and other costs of administrating the Plan, and all expenses directly relating to the investments are charged to and paid by the Plan unless paid by the Company. The Company pays the majority of expenses except certain transaction fees. TERMINATION OF THE PLAN Although it has not expressed any intent to do so, the Company has the right to terminate the Plan. The Plan administrator, upon termination, shall cause the assets of the Plan to be allocated as described in the Plan agreement. In the event of Plan termination, participants will become 100% vested in their accounts. PAYMENT OF BENEFITS Benefits are recorded when paid. 3. TAX STATUS OF THE PLAN The Internal Revenue Service has determined and informed the Plan sponsor by a letter dated November 18, 1998 that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has since been amended and a new letter has not been requested. Management has asserted the Plan, as amended, and its operations have been and continue to be in accordance with all applicable provisions of the Code and ERISA. Therefore, no provisions for income taxes are required. 4. RELATED PARTY TRANSACTIONS The Plan invests in Common Stock. During the years ended December 31, 2000 and 1999, the Plan purchased shares of Common Stock having values of $12,916,668 and $10,822,030, respectively, and sold shares of Common Stock having values of $1,778,738 and $389,052, respectively. The total value of shares held of Common Stock was $23,942,128 and $11,468,519 at December 31, 2000 and 1999, respectively. Certain Plan investments are shares of mutual funds managed by FMR Corp. FMR Corp. is a related party to the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management and recordkeeping services amounted to $11,239 for the year ended December 31, 2000. Loans to participants also qualify as party-in-interest transactions. 5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND PRESENTATION OF ASSET INFORMATION IN FORM 5500 As described in Note 1 of these financial statements, the Data General Plan was merged into the Plan as of January 1, 2000 and the December 31, 1999 financial statements of the Plan do not reflect the merger. The Form 5500 for the Plan shows the transfer of assets occurring on December 31, 1999. The two approaches reflect agreement that the assets and participants had moved to the respective recipient plan as of January 1, 2000. The only difference concerns whether the transfer in from the Data General Plan occurred as of January 1, 2000 or, instead, occurred the moment before that - i.e., as of the close of business on December 31, 1999. 8 EMC CORPORATION EMC CORPORATION 401(K) SAVINGS PLAN ASSETS HELD FOR INVESTMENT PURPOSES SUPPLEMENTAL SCHEDULE DECEMBER 31, 2000
CURRENT SHARES/UNITS DESCRIPTION VALUE Common Collective Trust: 50,561,019 Fidelity Managed Income Portfolio Fund* $50,561,019 --------------- Mutual Funds: Fidelity Investment Mutual Funds: 1,319,971 Magellan Fund* 157,472,593 2,264,499 Puritan Fund* 42,640,509 1,047,261 Equity Income Fund* 55,955,157 13,767,634 Retirement Money Market Fund* 13,767,634 1,177,964 Equity Income II Fund* 28,106,229 67,732 Conservative Strategy Fund* 860,878 206,309 Moderate Strategy Fund* 2,805,806 418,974 Aggressive Strategy Fund* 6,326,508 2,559,743 Independence Fund* 56,339,953 313,099 Low Price Stock Fund* 7,238,857 12,445 Freedom Income Fund* 139,014 42,740 Freedom 2000 Fund* 504,761 167,770 Freedom 2010 Fund* 2,321,930 309,839 Freedom 2020 Fund* 4,511,259 363,666 Freedom 2030 Fund* 5,454,984 45,559 Spartan Extended Market Index Fund* 1,217,328 473,885 Spartan U.S. Equity Index Fund* 22,182,574 American Funds: 155,092 Washington Mutual Fund 4,502,312 419,382 Europacific Growth Fund 13,147,627 T. Rowe Price Funds: 205,998 Mid Cap Growth Fund 8,196,646 145,870 Value Fund 2,793,415 450,520 Brandywine Growth Fund 13,240,783 420,478 Janus Worldwide 23,908,407 25,571 Domini Social Equity 890,203 638,439 PIMCO Total Return Adm Fund 6,633,381 732,596 Franklin Small Cap Growth Fund 28,812,988 246,357 Templeton Foreign A Fund 2,547,329 796,793 Vanguard U.S. Growth Fund 22,031,324 --------------- 360,032 Total mutual funds 534,550,389 --------------- EMC Corporation common stock* 23,942,128 Interest bearing cash 206,447 --------------- Total EMC Corporation Stock Fund 24,148,575 --------------- Loans to participants* 12,438,538 --------------- Total $621,698,521 ===============
- -------------------------- *Party-in-interest. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. EMC CORPORATION 401(K) SAVINGS PLAN By: EMC Corporation, Plan Administrator Date: June 28, 2001 By: /s/ William J. Teuber, Jr. ------------------------------------------------- William J. Teuber, Jr. Senior Vice President and Chief Financial Officer (PRINCIPAL FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER) 10 EXHBIT INDEX Exhibit 23.1 Consent of Independent Accountants 11 EX-23.1 2 a2052838zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Registration Statement (No. 333-57263) of EMC Corporation on Form S-8 of our report dated June 28, 2001 relating to the financial statements of the EMC Corporation 401k Savings Plan as of and for the year ended December 31, 2000, appearing in this Form 11K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts June 28, 2001 12 -----END PRIVACY-ENHANCED MESSAGE-----