8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2004

EMC CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	1-9853	No. 04-2680009
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

176 South Street, Hopkinton, MA	01748
(Address of principal executive offices)	(Zip Code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On October 19, 2004, EMC Corporation (“EMC”) issued a press release announcing financial results for the quarter ended September 30, 2004. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The press release may contain non-GAAP financial measures. If any non-GAAP financial measures are presented, a reconciliation to GAAP is included. Management uses any such non-GAAP financial measures to gain an understanding of its comparative operating performance. Management believes that these measures provide useful information because they exclude activities that are not necessarily relevant to understand EMC’s business.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1    Press Release of EMC Corporation dated October 19, 2004 (furnished pursuant to Item 2.02).

2

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 hereunto duly authorized.

EMC CORPORATION
By:	/s/ William J. Teuber, Jr.
	William J. Teuber, Jr.
	Executive Vice President and
	Chief Financial Officer

Date: October 19, 2004

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of EMC Corporation dated October 19, 2004

EX-99.1

EXHIBIT 99.1

	Contact:	Greg Eden
		508-293-7195
FOR IMMEDIATE RELEASE		eden_greg@emc.com

EMC REPORTS THIRD QUARTER RESULTS

Revenue Tops $2 Billion; Fifth Consecutive Quarter of Double-Digit Growth

HOPKINTON, Mass. – October 19, 2004 – EMC Corporation (NYSE:EMC) today reported financial results for the third quarter of 2004, achieving its fifth consecutive quarter of double-digit year-over-year revenue growth.

Total consolidated revenue for EMC’s third quarter was $2.03 billion, 34% higher than the $1.51 billion reported for the third quarter of 2003. Net income for the quarter was $218 million or $.09 per diluted share, 37% higher than the $159 million or $.07 per diluted share reported for the third quarter of 2003.

Joe Tucci, EMC’s President and CEO, said, “We again achieved solid, balanced performance in a spending environment that continues to improve at a steady but modest pace. In each of the first three quarters of 2004, we have grown revenues almost three times faster than our overall addressable market. Clearly, our focus on information lifecycle management is influencing and improving how customers manage and store information, as well as setting the agenda for our industry as a whole.”

Core EMC revenue, which excludes revenue related to EMC’s Documentum, Legato and VMware acquisitions, grew 19% compared with the third quarter of 2003. All of EMC’s major geographies recorded double-digit core revenue growth, with each of EMC’s international regions gaining more than 20%.

Bill Teuber, EMC’s Executive Vice President and Chief Financial Officer, said, “We have now met or exceeded our financial goals for eight consecutive quarters. During the third quarter, our gross and operating margins continued to expand, and our already strong balance sheet got even stronger. Cash and investments exceeded $7 billion for the first time in the company’s history while we remained active in the market, buying back $108 million of our stock during the quarter. I am particularly pleased with the returns we are seeing from investments made to broaden our product portfolio and expand our customer reach, which have allowed us to penetrate more deeply into high-growth markets.”

Third Quarter Highlights

EMC systems revenue grew 18% compared with the year-ago quarter as customers of all sizes aligned the value of their information to platforms within EMC’s expanded family of tiered information storage.

“Our commitment to developing the market’s most economical, functionally rich mid-tier systems and software is clearly paying off,” commented Tucci. “Our traditional enterprise customers, along with our rapidly growing base of small to medium-sized customers, are integrating these solutions into their ILM-enabled infrastructures. In the third quarter, our CLARiiON, Centera and NAS (network attached storage) businesses collectively grew well over 50%.”

EMC software license revenue increased 56% compared with the same period a year ago, driven by the Documentum, Legato and VMware acquisitions and double-digit growth from sales of EMC’s core storage software.

The newly formed EMC Software Group, which markets and develops platform-independent information storage and content management software, delivered consolidated revenues of $351 million in the third quarter as customers around the world implemented EMC software to reduce costs, streamline complex IT operations and handle explosive data growth. The major components of EMC Software Group, including core EMC multi-platform software, Documentum and Legato, each had double-digit revenue growth in the third quarter over the comparable year-ago quarter.

VMware, an EMC subsidiary, delivered record quarterly revenues of $61 million in the third quarter, an increase of more than 200% over the third quarter of 2003. With the introduction of VMware ACE in the third quarter, VMware again demonstrated its relentless innovation and aggressive technology leadership. VMware solves the problems of efficiency, flexibility and security with its comprehensive solutions for servers, desktops and test and development that provide an easy on-ramp to next-generation computing models.

EMC services revenue grew 48% compared with the year-ago third quarter, due to the impact of EMC’s software company acquisitions, increased core software maintenance revenue and continued customer demand for information lifecycle management solutions.

Business Outlook

The following statements are based on current expectations. These statements are forward-looking, and actual results may differ materially. These statements do not include the potential impact of any mergers, acquisitions, divestitures or business combinations that may be completed after the date hereof. The business outlook set forth in EMC’s news releases dated January 22, 2004, April 15, 2004, June 10, 2004 and July 20, 2004 still represents EMC’s current expectations unless specifically superceded by these or previously issued statements:

· Consolidated revenues for the fourth quarter of 2004 are expected to be between $2.23 billion and $2.27 billion.

· Diluted earnings per share for the fourth quarter of 2004 are expected to be $0.11 to $0.12.

About EMC

EMC Corporation (NYSE: EMC) is the world leader in products, services and solutions for information storage and management that help organizations extract the maximum value from their information, at the lowest total cost, across every point in the information lifecycle. Information about EMC’s products and services can be found at www.EMC.com.

EMC, Documentum, LEGATO and VMware are registered trademarks, and EMC CLARiiON and EMC Celerra are trademarks of EMC Corporation. All other trademarks are the property of their respective owners.

This release contains “forward-looking statements” as defined under the Federal Securities Laws. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) adverse changes in general economic or market conditions; (ii) delays or reductions in information technology spending; (iii) risks associated with acquisitions and investments, including the challenges and costs of integration, restructuring and achieving anticipated synergies associated with the acquisitions of LEGATO Systems, Inc., Documentum, Inc. and VMware, Inc.; (iv) competitive factors, including but not limited to pricing pressures; (v) the relative and varying rates of product price and component cost declines and the volume and mixture of product and services revenues; (vi) component quality and availability; (vii) the transition to new products, the uncertainty of customer acceptance of new product offerings and rapid technological and market change; (viii) insufficient, excess or obsolete inventory; (ix) war or acts of terrorism; (x) the ability to attract and retain highly qualified employees; (xi) fluctuating currency exchange rates; and (xii) other one-time events and other important factors disclosed previously and from time to time in EMC’s filings with the U.S. Securities and Exchange Commission. EMC disclaims any obligation to update any such forward-looking statements after the date of this release.

EMC CORPORATION

Consolidated Income Statements

(in thousands, except per share amounts)

Unaudited

	Three Months Ended						Nine Months Ended
	September 30, 2004			September 30, 2003			September 30, 2004			September 30, 2003
Revenues:
Product sales	$	1,486,918		$	1,145,659		$	4,321,293		$	3,321,700
Services		541,961			365,188			1,550,399			1,052,598
		2,028,879			1,510,847			5,871,692			4,374,298
Cost and expenses:
Cost of product sales		746,131			658,581			2,190,976			1,932,660
Cost of services		239,547			177,149			701,921			524,618
Research and development		215,708			172,858			625,411			530,060
Selling, general and administrative		557,450			390,164			1,640,934			1,167,977
Restructuring and other special charges		—			1,696			32,688			25,785
Operating income		270,043			110,399			679,762			193,198
Investment income		38,373			45,473			115,410			149,796
Interest expense		(1,880	)		(672	)		(5,575	)		(2,711	)
Other income (expense), net		452			(3,842	)		(7,520	)		(9,826	)
Income before taxes		306,988			151,358			782,077			330,457
Income tax provision (benefit)		88,953			(7,731	)		231,433			54,446
Net income	$	218,035		$	159,089		$	550,644		$	276,011
Net income per weighted average share, basic	$	0.09		$	0.07		$	0.23		$	0.13
Net income per weighted average share, diluted	$	0.09		$	0.07		$	0.23		$	0.12
Weighted average shares, basic		2,396,399			2,186,213			2,405,216			2,186,679
Weighted average shares, diluted		2,433,671			2,213,875			2,451,916			2,208,230
As a % of total revenue:
Gross margin		51.4	%		44.7	%		50.7	%		43.8	%
Selling, general and administrative		27.5	%		25.8	%		27.9	%		26.7	%
Research and development		10.6	%		11.4	%		10.7	%		12.1	%
Operating income		13.3	%		7.3	%		11.6	%		4.4	%
Net income		10.7	%		10.5	%		9.4	%		6.3	%

EMC CORPORATION

Consolidated Balance Sheets

(in thousands, except per share amounts)

Unaudited

	September 30, 2004			December 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	1,573,670		$	1,869,426
Short-term investments		877,044			928,248
Accounts and notes receivable, less allowance for doubtful accounts of $40,399 and $39,482		950,216			952,421
Inventories		547,028			514,015
Deferred income taxes		278,417			271,746
Other current assets		133,498			151,448
Total current assets		4,359,873			4,687,304
Long-term investments		4,584,007			4,109,911
Property, plant and equipment, net		1,564,306			1,610,182
Intangible assets, net		517,598			475,295
Other assets, net		506,600			426,472
Goodwill, net		3,261,366			2,711,677
Deferred income taxes		—			72,019
Total assets	$	14,793,750		$	14,092,860
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term obligations	$	62		$	7,104
Accounts payable		448,427			414,251
Accrued expenses		1,012,365			1,009,696
Income taxes payable		433,869			436,434
Deferred revenue		856,631			679,044
Total current liabilities		2,751,354			2,546,529
Deferred revenue		550,396			451,296
Deferred income taxes		71,517			—
Long-term convertible debt		128,832			129,966
Other liabilities		99,688			80,348
Commitments and contingencies
Stockholders’ equity:
Series preferred stock, par value $.01; authorized 25,000 shares, none outstanding		—			—
Common stock, par value $.01; authorized 6,000,000 shares; issued 2,396,279 and 2,476,821 shares		23,963			24,768
Additional paid-in capital		6,178,893			6,894,823
Deferred compensation		(101,647	)		(94,068	)
Retained earnings		5,116,801			4,566,157
Accumulated other comprehensive income (loss)		(26,047	)		2,197
Treasury stock, at cost; 0 and 62,082 shares		—			(509,156	)
Total stockholders’ equity		11,191,963			10,884,721
Total liabilities and stockholders’ equity	$	14,793,750		$	14,092,860

As of July 1, 2004, Massachusetts corporations are required to report treasury stock as unissued shares. As such, 99,105 re-acquired shares with a cost of $926,710 have been reclassified to common stock and additional paid-in capital.

EMC CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

Unaudited

	For the Nine Months Ended
	September 30, 2004			September 30, 2003
Cash flows from operating activities:
Net income	$	550,644		$	276,011
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		450,923			389,910
Non-cash restructuring and other special charges		17,051			5,732
Amortization of deferred compensation		40,312			7,193
Provision for doubtful accounts		4,854			4,444
Deferred income taxes, net		154,017			12,783
Tax benefit from stock options exercised		27,330			3,093
Other		(1,746	)		8,280
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable		12,991			171,597
Inventories		(15,372	)		(64,526	)
Other assets		(8,640	)		(70,004	)
Accounts payable		27,197			(38,253	)
Accrued expenses		(5,567	)		(66,741	)
Income taxes payable		(16,234	)		190,129
Deferred revenue		200,818			275,700
Other liabilities		14,631			(95,403	)
Net cash provided by operating activities		1,453,209			1,009,945
Cash flows from investing activities:
Additions to property, plant and equipment		(259,867	)		(266,490	)
Capitalized software development costs		(126,559	)		(84,419	)
Purchases of short and long-term available for sale securities		(5,295,866	)		(4,591,509	)
Sales of short and long-term available for sale securities		4,770,994			3,779,868
Maturities of short and long-term available for sale securities		73,544			186,389
Business acquisitions, net of cash acquired		(544,016	)		(11,573	)
Other		(58,146	)		(28,741	)
Net cash used in investing activities		(1,439,916	)		(1,016,475	)
Cash flows from financing activities:
Issuance of common stock		115,324			48,771
Repurchase of common stock		(417,554	)		(99,447	)
Payment of long-term and short-term obligations		(7,136	)		(27,831	)
Proceeds from long-term and short-term obligations		—			4,609
Net cash used in financing activities		(309,366	)		(73,898	)
Effect of exchange rate changes on cash		317			599
Net decrease in cash and cash equivalents		(295,756	)		(79,829	)
Cash and cash equivalents at beginning of period		1,869,426			1,686,598
Cash and cash equivalents at end of period	$	1,573,670		$	1,606,769

EMC Corporation

Supplemental Financial Data

Revenue Analysis

(in thousands)

Unaudited

Revenue Components

	Q1 2003			Q2 2003			Q3 2003			Q4 2003			YTD 2003			Q1 2004			Q2 2004			Q3 2004			YTD 2004
Revenues
Systems	$	752,387		$	803,814		$	801,075		$	957,411		$	3,314,687		$	894,956		$	930,230		$	948,938		$	2,774,124
Software		298,591			321,249			344,584			444,443			1,408,867			483,640			525,549			537,980			1,547,169
Services		306,025			328,370			341,113			438,235			1,413,743			473,155			498,449			527,658			1,499,262
		1,357,003			1,453,433			1,486,772			1,840,089			6,137,297			1,851,751			1,954,228			2,014,576			5,820,555
Other Businesses		27,148			25,867			24,075			22,421			99,511			19,878			16,956			14,303			51,137
Total Consolidated Revenues	$	1,384,151		$	1,479,300		$	1,510,847		$	1,862,510		$	6,236,808		$	1,871,629		$	1,971,184		$	2,028,879		$	5,871,692
Percentage impact to EMC revenue growth rate due to changes in exchange rates from the prior year		2.5	%		3.1	%		2.9	%		5.1	%		3.7	%		5.9	%		3.9	%		3.1	%		4.2	%

EMC Corporation

Supplemental Financial Data

Revenue Analysis

(in thousands)

Unaudited

Supplemental Revenue Data

	Q1 2003		Q2 2003		Q3 2003		Q4 2003		YTD 2003		Q1 2004		Q2 2004		Q3 2004		YTD 2004
Symmetrix Hardware and Software Revenue ( a )	$	574,944	$	618,297	$	624,847	$	732,371	$	2,550,459	$	671,838	$	650,181	$	646,292	$	1,968,311
CLARiiON Hardware and Software Revenue ( a )		217,896		228,324		227,595		269,572		943,387		284,615		326,086		354,563		965,264
Connectivity Revenue ( b )		130,290		136,578		136,637		161,478		564,983		143,516		164,326		169,105		476,947
EMC-only Platform Software Revenue ( c )		199,791		211,461		228,994		251,452		891,698		251,135		263,168		275,851		790,154
Multi-Platform Software Revenue: ( d )		98,800		109,788		115,590		192,991		517,169		232,505		262,381		262,129		757,015
EMC							$	127,693			$	125,316	$	147,941	$	132,117	$	405,374
Legato								40,409				36,849		41,719		41,999		120,567
Documentum								24,889				37,188		33,890		38,267		109,345
VMware								—				33,152		38,831		49,746		121,729
Total Multi-Platform Software Revenue							$	192,991			$	232,505	$	262,381	$	262,129	$	757,015
Software Maintenance Revenue							$	138,508			$	176,102	$	189,947	$	207,257	$	573,306
EMC Software Group Revenue ( e )															$	350,883
Total Software License and Maintenance Revenue							$	582,951			$	659,742	$	715,496	$	745,237	$	2,120,475
Legato Software and Services Revenue							$	77,299			$	83,001	$	86,305	$	90,889	$	260,195
Documentum Software and Services Revenue							$	30,731			$	81,000	$	77,961	$	85,857	$	244,818
VMware Software and Services Revenue											$	39,294	$	47,198	$	60,620	$	147,112

( a ) Includes hardware, hardware upgrades and platform software.

( b ) Includes Connectrix fibre channel switch/director revenues and Celerra file server revenue, exclusive of disk revenue.

( c ) Includes software products whose operation requires the EMC platform operating environments.

( d ) Includes software products whose operation does not require the EMC platform operating environments.

( e ) Includes multi-platform software license and maintenance revenue, Legato software and services revenue and Documentum software and services revenue.

EMC CORPORATION

Supplemental Schedule of Earnings Adjusted to Expense Stock Options

(in thousands, except per share amounts)

Unaudited

	Three Months Ended						Nine Months Ended
	September 30, 2004			September 30, 2003			September 30, 2004			September 30, 2003
Net income	$	218,035		$	159,089		$	550,644		$	276,011
Stock option expense		(87,069	)		(91,505	)		(271,125	)		(278,746	)
Adjusted net income (loss)	$	130,966		$	67,584		$	279,519		$	(2,735	)
Net income per weighted average share, basic - as reported	$	0.09		$	0.07		$	0.23		$	0.13
Net income per weighted average share, diluted - as reported	$	0.09		$	0.07		$	0.23		$	0.12
Adjusted net income per weighted average share, basic	$	0.05		$	0.03		$	0.12		$	—
Adjusted net income per weighted average share, diluted	$	0.05		$	0.03		$	0.11		$	—