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 22, 2008

EMC CORPORATION

(Exact Name of Registrant as Specified in Charter)

Massachusetts	1-9853	No. 04-2680009
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. 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 (see General Instruction A.2. below):

¨ 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 22, 2008, EMC Corporation (“EMC”) issued a press release announcing financial results for the quarter ended September 30, 2008. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 2.02 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.

(d) Exhibits

99.1 Press release of EMC Corporation dated October 22, 2008

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/ David I. Goulden
	David I. Goulden
	Executive Vice President and Chief Financial Officer

Date: October 22, 2008

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of EMC Corporation dated October 22, 2008

EX-99.1

Exhibit 99.1

                                         Contact:  Dave Farmer

                                                         508-293-7206

                                                         farmer_dave@emc.com

FOR IMMEDIATE RELEASE

EMC REPORTS THIRD-QUARTER FINANCIAL RESULTS;

ACHIEVES 13% YEAR-OVER-YEAR REVENUE GROWTH

HOPKINTON, Mass. – Oct. 22, 2008 – EMC Corporation (NYSE: EMC), the world leader in information infrastructure solutions, today announced record third-quarter revenue and its 21^st consecutive quarter of double-digit year-over-year revenue growth. EMC’s total consolidated revenue for the third quarter of 2008 was $3.7 billion, an increase of 13% over the $3.3 billion reported for the third quarter of 2007.

Third-quarter GAAP net income was $411 million or $0.20 per diluted share, which includes a $0.01 special income tax benefit. Third-quarter non-GAAP net income¹ was $528 million or $0.25 per diluted share, 14% higher than the non-GAAP earnings per diluted share of $0.22 for the year-ago period.

Joe Tucci, EMC Chairman, President and Chief Executive Officer, said, “Against the backdrop of a tough global economy, EMC delivered its 21^st consecutive quarter of double-digit revenue growth and solid double-digit profit growth. These results reflect the high quality and leadership of EMC’s broad portfolio of storage, information management and security products and services and the global reach of our direct sales force and trusted partners. Customers will continue to turn to EMC as they focus their efforts on cost savings and maximizing efficiency across their information infrastructure. Even with a challenging economic environment ahead, we remain confident and well positioned to compete effectively, continue winning business and outpace our peers in the marketplace.”

Consolidated revenue from the United States increased 7% compared with the same period a year ago. Revenue from operations outside of the United States grew 19% year over year and represented 46% of total third-quarter revenue. Revenue from EMC’s Europe, Middle East & Africa (EMEA) region increased 20%, Asia-Pacific & Japan (APJ) revenue increased 19%, and Latin America revenue increased 27%, each compared with the year-ago quarter.

David Goulden, EMC Executive Vice President and Chief Financial Officer, said, “EMC is well positioned with the financial flexibility of a strong cash position and cash flow, along with an expanding market opportunity driven by the continued growth of business and personal information. As customers deal with this information growth, while also reducing costs and improving IT efficiencies, we are confident that EMC has the best portfolio of products and services to help them succeed. We remain laser-focused on managing our cost structure, increasing customer loyalty, maximizing shareholder value and strengthening our competitive advantage to gain market share.”

Third-Quarter Highlights

Revenue from EMC’s Information Storage business, which includes revenue from storage systems, storage management software and related customer and professional services, reached $2.9 billion, an increase of 11% compared with the year-ago period. This growth was largely driven by strong customer demand for EMC’s industry-leading networked storage solutions across a broad customer base, with double-digit year-over-year revenue growth from EMC’s midrange and entry-level information storage platforms that connect to both IP and Fibre channel networks. During the quarter, EMC’s Information Storage business also benefited from double-digit year-over-year revenue growth from its broad portfolio of industry-leading backup, recovery and archive software that helps customers meet new information protection and recovery requirements, control explosive data growth and improve cost savings in the data center.

For the third quarter of 2008, revenue from RSA, The Security Division of EMC, grew 11% year over year, reaching $147 million. The third-quarter growth in the RSA business was led by customer demand for its security information and event management solutions and its identity protection and verification solutions. Growth in the business reflects the completeness of EMC’s information-centric security strategy and its leading portfolio of solutions that are uniquely suited to help customers address the overall process of securing data, managing risk, and meeting multiple compliance demands in a holistic, repeatable and cost-efficient manner.

EMC’s Content Management and Archiving business’ third-quarter revenue was $188 million. During the quarter, the business benefited from continued demand for EMC’s next-generation enterprise content management solutions for effective transactional content management, dynamic customer communication management and content management for the Web 2.0 enterprise – fostering dynamic new ways people work, network and collaborate, while advancing requirements for security, performance and compliance.

VMware (NYSE: VMW), which is majority-owned by EMC, contributed third-quarter revenues of $472 million, an increase of 33% compared to the year-ago quarter. VMware is the global leader in virtualization solutions from the desktop to the data center. Customers of all sizes rely on VMware to reduce capital and operating expenses, ensure business continuity, strengthen security and be more energy efficient. Visit http://ir.vmware.com for more information about the virtualization software leader’s third-quarter financial results.

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 give effect to the potential impact of mergers, acquisitions, divestitures or business combinations that may be announced or closed after the date hereof or costs incurred in expense reduction initiatives. These statements supersede all prior statements regarding business outlook set forth in prior EMC news releases.

All dollar amounts in the business outlook should be considered to be approximations.

EMC’s outlook for the fourth quarter of 2008 is as follows:

• Consolidated revenues of $4 billion.

• Consolidated GAAP diluted earnings per share between $0.23 and $0.24.

• Consolidated non-GAAP diluted earnings per share (excluding stock-based compensation and intangible asset amortization) between $0.30 and $0.31.

• Stock-based compensation of $0.05 per diluted share and intangible asset amortization of $0.02 per diluted share.

EMC will host its 2008 third quarter earnings conference call today at 8:30 a.m. ET, which will be made available on EMC’s web site at www.EMC.com/earnings.

About EMC

EMC Corporation (NYSE: EMC) is the world’s leading developer and provider of information infrastructure technology and solutions that enable organizations of all sizes to transform the way they compete and create value from their information. Information about EMC’s products and services can be found at www.EMC.com.

# # #

¹ Items excluded from the non-GAAP results are stock-based compensation and intangible amortization for both the third quarters of 2008 and 2007, a special income tax benefit and a restructuring charge for the third quarter of 2008 and net gains on investments, including the gain on the sale of VMware stock in the third quarter of 2007. See attached schedules for reconciliation of GAAP to non-GAAP.

EMC is a registered trademark of EMC Corporation. RSA is a registered trademark of RSA Security Inc. VMware is a registered trademark of VMware, Inc. All other trademarks used are the property of their respective owners.

Forward-Looking Statements

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) our ability to protect our proprietary technology; (iv) risks associated with managing the growth of our business, including risks associated with acquisitions and investments and the challenges and costs of integration, restructuring and achieving anticipated synergies; (v) fluctuations in VMware, Inc.’s operating results and risks associated with trading of VMware stock; (vi) competitive factors, including but not limited to pricing pressures and new product introductions; (vii) the relative and varying rates of product price and component cost declines and the volume and mixture of product and services revenues; (viii) component and product quality and availability; (ix) the transition to new products, the uncertainty of customer acceptance of new product offerings and rapid technological and market change; (x) insufficient, excess or obsolete inventory; (xi) war or acts of terrorism; (xii) the ability to attract and retain highly qualified employees; (xiii) fluctuating currency exchange rates; (xiv) the impact of any expense reduction initiatives; and (xv) 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.

Use of Non-GAAP Financial Measures

This release contains non-GAAP financial measures. These non-GAAP financial measures, which are used as measures of EMC’s performance or liquidity, 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 in this release.

Where specified in the accompanying schedules for various periods entitled “Reconciliation of GAAP to Non-GAAP,” certain items noted on each such specific schedule (including, where noted, amounts relating to stock-based compensation expense, intangible amortization, special income tax benefits, restructuring charges and net gains on investments) are excluded from the non-GAAP financial measures.

EMC’s management uses the non-GAAP financial measures in the accompanying schedules to gain an understanding of EMC’s comparative operating performance (when comparing such results with previous periods or forecasts) and future prospects and excludes the above-listed 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 the Company’s current financial results with the Company’s past financial results.

This release also includes disclosures regarding free cash flow which is 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. EMC uses free cash flow, among other measures, to evaluate the ability of its operations to generate cash that is available for purposes other than capital expenditures and capitalized software development costs. Management believes that information regarding free cash flow provides investors with an important perspective on the cash available to make strategic acquisitions and investments, repurchase shares, service debt and fund ongoing operations. As free cash flow is not a measure of liquidity calculated in accordance with GAAP, free cash flow should be considered in addition to, but not as a substitute for, the analysis provided in the statement of cash flows.

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. 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.

EMC CORPORATION

Consolidated Income Statements

(in thousands, except per share amounts)

Unaudited

	Three Months Ended						Nine Months Ended
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007
Revenues:
Product sales	$	2,492,941		$	2,332,884		$	7,295,022		$	6,667,665
Services		1,222,651			966,870			3,564,503			2,731,766
		3,715,592			3,299,754			10,859,525			9,399,431
Cost and expenses:
Cost of product sales		1,156,063			1,056,714			3,350,199			3,131,434
Cost of services		500,809			421,396			1,512,641			1,175,600
Research and development		410,793			383,600			1,286,809			1,123,958
Selling, general and administrative		1,172,579			983,774			3,390,468			2,783,813
In-process research and development		—			800			79,204			800
Restructuring charges (credits)		4,398			(571	)		4,041			(3,241	)
Operating income		470,950			454,041			1,236,163			1,187,067
Net gain on investments, including gain on sale of VMware stock		—			137,330			—			137,330
Investment income		56,717			67,192			192,587			170,181
Interest expense		(18,492	)		(17,937	)		(55,328	)		(54,366	)
Other (expense) income, net		(13,313	)		(6,857	)		(20,887	)		951
Income before taxes and minority interest		495,862			633,769			1,352,535			1,441,163
Income tax provision		71,452			136,390			267,945			296,770
Income before minority interest		424,410			497,379			1,084,590			1,144,393
Minority interest in VMware, net of taxes		(13,133	)		(4,459	)		(27,007	)		(4,459	)
Net income	$	411,277		$	492,920		$	1,057,583		$	1,139,934
Net income per weighted average share, basic:	$	0.20		$	0.24		$	0.51		$	0.55
Net income per weighted average share, diluted:	$	0.20		$	0.23		$	0.50		$	0.53
Weighted average shares, basic		2,048,594			2,080,507			2,060,952			2,077,289
Weighted average shares, diluted		2,077,474			2,177,259			2,095,116			2,140,555
As a % of total revenue:
Gross margin		55.4	%		55.2	%		55.2	%		54.2	%
Selling, general and administrative		31.6	%		29.8	%		31.2	%		29.6	%
Research and development		11.1	%		11.6	%		11.8	%		12.0	%
Operating income		12.7	%		13.8	%		11.4	%		12.6	%
Net income		11.1	%		14.9	%		9.7	%		12.1	%

Reconciliation of GAAP to Non-GAAP

For the Three Months Ended September 30, 2008

(in thousands, except per share amounts)

Unaudited

	Revenue			Cost of Revenue			Research and Development			Selling, General and Administrative			Restructuring Charge			Operating Income		Other Income, net			Income Before Taxes and Minority Interest		Income Tax Provision		Income Before Minority Interest			Minority Interest			Net Income			Net Income per Weighted Average Share, Basic			Net Income per Weighted Average Share, Diluted
EMC Consolidated GAAP	$	3,715,592		$	1,656,872		$	410,793		$	1,172,579		$	4,398		$	470,950	$	24,912		$	495,862	$	71,452	$	424,410		$	(13,133	)	$	411,277		$	0.201		$	0.197
Restructuring charge		—			—			—			—			(4,398	)		4,398		—			4,398		2,990		1,408			—			1,408		$	0.001		$	0.001
Special income tax benefit		—			—			—			—			—			—		—			—		17,803		(17,803	)		—			(17,803	)	$	(0.009	)	$	(0.009	)
EMC Consolidated Adjusted (1)		3,715,592			1,656,872			410,793			1,172,579			—			475,348		24,912			500,260		92,245		408,015			(13,133	)		394,882		$	0.193		$	0.190
Stock-based compensation expense		—			(21,052	)		(36,734	)		(60,475	)		—			118,261		—			118,261		27,630		90,631			(4,437	)		86,194		$	0.042		$	0.041
Intangible amortization		—			(40,737	)		(2,804	)		(28,428	)		—			71,969		—			71,969		24,725		47,244			(500	)		46,744		$	0.023		$	0.023
EMC Consolidated Non-GAAP (2)	$	3,715,592		$	1,595,083		$	371,255		$	1,083,676		$	—		$	665,578	$	24,912		$	690,490	$	144,600	$	545,890		$	(18,070	)	$	527,820		$	0.258		$	0.254
EMC Information Infrastructure GAAP	$	3,243,732		$	1,582,588		$	326,204		$	963,428		$	4,398		$	367,114	$	23,667		$	390,781	$	50,928	$	339,853		$	—		$	339,853		$	0.166		$	0.164
Restructuring charge		—			—			—			—			(4,398	)		4,398		—			4,398		2,990		1,408			—			1,408		$	0.001		$	0.001
Special income tax benefit		—			—			—			—			—			—		—			—		17,803		(17,803	)		—			(17,803	)	$	(0.009	)	$	(0.009	)
EMC Information Infrastructure Adjusted (3)		3,243,732			1,582,588			326,204			963,428			—			371,512		23,667			395,179		71,721		323,458			—			323,458		$	0.158		$	0.156
Stock-based compensation expense		—			(15,251	)		(21,184	)		(44,414	)		—			80,849		—			80,849		18,371		62,478			—			62,478		$	0.030		$	0.030
Intangible amortization		—			(37,208	)		(2,804	)		(26,882	)		—			66,894		—			66,894		22,823		44,071			—			44,071		$	0.022		$	0.021
EMC Information Infrastructure Non-GAAP (4)	$	3,243,732		$	1,530,129		$	302,216		$	892,132		$	—		$	519,255	$	23,667		$	542,922	$	112,915	$	430,007		$	—		$	430,007		$	0.210		$	0.207
VMware standalone GAAP	$	472,121		$	74,454		$	85,315		$	211,332		$	—		$	101,020	$	2,510		$	103,530	$	20,242	$	83,288		$	—		$	83,288		$	0.041		$	0.040
GAAP adjustments and eliminations		(261	)		(170	)		(726	)		(2,181	)		—			2,816		(1,265	)		1,551		282		1,269			(13,133	)		(11,864	)	$	(0.006	)	$	(0.006	)
VMware within EMC		471,860			74,284			84,589			209,151			—			103,836		1,245			105,081		20,524		84,557			(13,133	)		71,424		$	0.035		$	0.034
Stock-based compensation expense		—			(5,801	)		(15,550	)		(16,061	)		—			37,412		—			37,412		9,259		28,153			(4,437	)		23,716		$	0.012		$	0.011
Intangible amortization		—			(3,529	)		—			(1,546	)		—			5,075		—			5,075		1,902		3,173			(500	)		2,673		$	0.001		$	0.001
VMware within EMC Non-GAAP (5)	$	471,860		$	64,954		$	69,039		$	191,544		$	—		$	146,323	$	1,245		$	147,568	$	31,685	$	115,883		$	(18,070	)	$	97,813		$	0.048		$	0.047
																													Wtd. Average Share O/S						2,048,594			2,077,474

(1) Represents EMC Consolidated GAAP excluding restructuring charge and special income tax benefit.

(2) Represents EMC Consolidated Adjusted excluding stock-based compensation expense and intangible amortization.

(3) Represents EMC Information Infrastructure GAAP excluding restructuring charge and special income tax benefit.

(4) Represents EMC Information Infrastructure Adjusted excluding stock-based compensation expense and intangible amortization.

(5) Represents VMware within EMC excluding stock-based compensation expense and intangible amortization.

Note: schedule may not add due to rounding

Reconciliation of GAAP to Non-GAAP

For the Three Months Ended September 30, 2007

(in thousands, except per share amounts)

Unaudited

	Revenue			Cost of Revenue			Research and Development			Selling, General and Administrative			Restructuring and IPR&D		Operating Income			Other Income, net			Income Before Taxes and Minority Interest			Income Tax Provision			Income Before Minority Interest			Minority Interest			Net Income			Net Income per Weighted Average Share, Basic			Net Income per Weighted Average Share, Diluted
EMC Consolidated GAAP	$	3,299,754		$	1,478,110		$	383,600		$	983,774		$	229	$	454,041		$	179,728		$	633,769		$	136,390		$	497,379		$	(4,459	)	$	492,920		$	0.237		$	0.226
Net gains on investments, including gain on sale of VMware stock		—			—			—			—			—		—			(137,330	)		(137,330	)		(22,180	)		(115,150	)		—			(115,150	)	$	(0.055	)	$	(0.053	)
EMC Consolidated Adjusted (1)		3,299,754			1,478,110			383,600			983,774			229		454,041			42,398			496,439			114,210			382,229			(4,459	)		377,770		$	0.182		$	0.174
Stock-based compensation expense		—			(15,059	)		(29,029	)		(56,545	)		—		100,633			—			100,633			24,747			75,886			(1,704	)		74,182		$	0.036		$	0.034
Intangible amortization		—			(30,356	)		(2,206	)		(18,328	)		—		50,890			—			50,890			17,916			32,974			(287	)		32,687		$	0.016		$	0.015
EMC Consolidated Non-GAAP (2)	$	3,299,754		$	1,432,695		$	352,365		$	908,901		$	229	$	605,564		$	42,398		$	647,962		$	156,873		$	491,089		$	(6,450	)	$	484,639		$	0.233		$	0.223
EMC Information Infrastructure GAAP	$	2,945,463		$	1,419,459		$	315,760		$	818,199		$	229	$	391,816		$	179,190		$	571,006		$	135,586		$	435,420		$	—		$	435,420		$	0.209		$	0.200
Net gains on investments, including gain on sale of VMware stock		—			—			—			—			—		—			(137,330	)		(137,330	)		(22,180	)		(115,150	)		—			(115,150	)	$	(0.055	)	$	(0.053	)
EMC Information Infrastructure Adjusted (3)		2,945,463			1,419,459			315,760			818,199			229		391,816			41,860			433,676			113,406			320,270			—			320,270		$	0.154		$	0.147
Stock-based compensation expense		—			(12,652	)		(15,996	)		(40,248	)		—		68,896			—			68,896			17,738			51,158			—			51,158		$	0.025		$	0.023
Intangible amortization		—			(25,003	)		(2,206	)		(17,071	)		—		44,280			—			44,280			15,470			28,810			—			28,810		$	0.014		$	0.013
EMC Information Infrastructure Non-GAAP (4)	$	2,945,463		$	1,381,804		$	297,558		$	760,880		$	229	$	504,992		$	41,860		$	546,852		$	146,614		$	400,238		$	—		$	400,238		$	0.192		$	0.184
VMware standalone GAAP	$	357,816		$	58,651		$	67,840		$	165,575		$	—	$	65,750		$	538		$	66,288		$	1,610		$	64,678		$	—		$	64,678		$	0.031		$	0.030
GAAP adjustments and eliminations		(3,525	)		—			—			—			—		(3,525	)		—			(3,525	)		(806	)		(2,719	)		(4,459	)		(7,178	)	$	(0.003	)	$	(0.003	)
VMware within EMC		354,291			58,651			67,840			165,575			—		62,225			538			62,763			804			61,959			(4,459	)		57,500		$	0.028		$	0.026
Stock-based compensation expense		—			(2,407	)		(13,033	)		(16,297	)		—		31,737			—			31,737			7,009			24,728			(1,704	)		23,024		$	0.011		$	0.011
Intangible amortization		—			(5,353	)		—			(1,257	)		—		6,610			—			6,610			2,446			4,164			(287	)		3,877		$	0.002		$	0.002
VMware within EMC Non-GAAP (5)	$	354,291		$	50,891		$	54,807		$	148,021		$	—	$	100,572		$	538		$	101,110		$	10,259		$	90,851		$	(6,450	)	$	84,401		$	0.041		$	0.039
																															Wtd. Average Share O/S						2,080,507			2,177,259

(1) Represents EMC Consolidated GAAP excluding net gains on investments, including the gain on sale of VMware stock.

(2) Represents EMC Consolidated Adjusted excluding stock-based compensation expense and intangible amortization.

(3) Represents EMC Information Infrastructure GAAP excluding net gains on investments, including the gain on sale of VMware stock.

(4) Represents EMC Information Infrastructure Adjusted excluding stock-based compensation expense and intangible amortization.

(5) Represents VMware within EMC excluding stock-based compensation expense and intangible amortization.

Note: schedule may not add due to rounding

EMC CORPORATION

Consolidated Balance Sheets

(in thousands, except per share amounts)

Unaudited

	September 30, 2008			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	5,473,700		$	4,482,211
Short-term investments		392,780			1,644,703
Accounts and notes receivable, less allowance for doubtful accounts of $44,377 and $34,389		2,064,551			2,307,512
Inventories		980,939			877,243
Deferred income taxes		478,496			475,544
Other current assets		336,498			265,889
Total current assets		9,726,964			10,053,102
Long-term investments		2,494,779			1,825,572
Property, plant and equipment, net		2,190,343			2,159,396
Intangible assets, net		873,509			940,077
Other assets, net		831,193			775,001
Goodwill, net		7,002,241			6,531,506
Total assets	$	23,119,029		$	22,284,654
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	893,392		$	840,886
Accrued expenses		1,572,805			1,696,309
Income taxes payable		66,246			146,104
Deferred revenue		1,926,232			1,724,909
Total current liabilities		4,458,675			4,408,208
Income taxes payable		265,860			246,951
Deferred revenue		1,168,364			1,053,394
Deferred income taxes		274,774			288,175
Long-term convertible debt		3,450,000			3,450,000
Other liabilities		148,427			127,621
Total liabilities		9,766,100			9,574,349
Minority interest in VMware		295,289			188,988
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 2,040,754 and 2,102,187 shares		20,408			21,022
Additional paid-in capital		2,560,048			3,038,455
Retained earnings		10,527,872			9,470,289
Accumulated other comprehensive loss		(50,688	)		(8,449	)
Total stockholders’ equity		13,057,640			12,521,317
Total liabilities and stockholders’ equity	$	23,119,029		$	22,284,654

EMC CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

Unaudited

	Nine Months Ended
	September 30, 2008			September 30, 2007
Cash flows from operating activities:
Cash received from customers	$	11,437,259		$	9,620,908
Cash paid to suppliers and employees		(8,842,798	)		(7,455,043	)
Dividends and interest received		192,651			182,840
Interest paid		(55,270	)		(41,706	)
Income taxes paid		(233,500	)		(159,106	)
Net cash provided by operating activities		2,498,342			2,147,893
Cash flows from investing activities:
Additions to property, plant and equipment		(490,066	)		(501,462	)
Capitalized software development costs		(209,441	)		(163,350	)
Purchases of short and long-term available for sale securities		(2,200,508	)		(5,053,999	)
Sales and maturities of short and long-term available for sale securities		2,766,087			5,871,715
Proceeds from the sale of EMC’s interest in subsidiary to Cisco		—			150,000
Acquisitions, net of cash acquired		(678,218	)		(508,574	)
Other		(4,410	)		(10,860	)
Net cash used in investing activities		(816,556	)		(216,530	)
Cash flows from financing activities:
Issuance of common stock from the exercise of stock options		176,774			553,319
Issuance of VMware’s common stock from the exercise of stock options		167,417			2,760
Proceeds from the sale of VMware’s common stock		—			1,253,533
Repurchase of EMC common stock		(1,119,986	)		(1,102,602	)
Excess tax benefits from stock-based compensation		96,046			55,250
Payment of short and long-term obligations		(5,678	)		(4,369	)
Proceeds from short and long-term obligations		2,125			19,550
Net cash (used in) provided by financing activities		(683,302	)		777,441
Effect of exchange rate changes on cash		(6,995	)		9,100
Net increase in cash and cash equivalents		991,489			2,717,904
Cash and cash equivalents at beginning of period		4,482,211			1,828,106
Cash and cash equivalents at end of period	$	5,473,700		$	4,546,010
Reconciliation of net income to net cash provided by operating activities:
Net income	$	1,057,583		$	1,139,934
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest in subsidiary		27,007			4,459
Net gain on investments, including gain on sale of VMware stock		—			(137,330	)
Depreciation and amortization		785,871			669,168
Non-cash restructuring and in-process research and development		80,705			800
Stock-based compensation expense		357,668			271,189
Increase in provision for doubtful accounts		16,615			2,605
Deferred income taxes, net		24,473			(31,495	)
Excess tax benefits from stock-based compensation		(96,046	)		(55,250	)
Other		(4,135	)		5,262
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable		270,942			(188,486	)
Inventories		4,039			(2,702	)
Other assets		(68,180	)		(125,538	)
Accounts payable		14,096			109,594
Accrued expenses		(286,691	)		(87,235	)
Income taxes payable		4,326			169,065
Deferred revenue		290,177			407,357
Other liabilities		19,892			(3,504	)
Net cash provided by operating activities	$	2,498,342		$	2,147,893

EMC Corporation

Reconciliation of Cash Flow from Operations to Free Cash Flow

(in thousands)

Unaudited

	Three Months Ended						Nine Months Ended
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007
EMC Consolidated
Cash flow from Operations	$	961,473		$	717,645		$	2,498,342		$	2,147,893
Capital Expenditures		(163,617	)		(177,252	)		(490,066	)		(501,462	)
Capitalized Software		(90,593	)		(65,304	)		(209,441	)		(163,350	)
Free Cash Flow	$	707,263		$	475,089		$	1,798,835		$	1,483,081
VMware within EMC
Cash flow from Operations	$	238,544		$	204,260		$	506,021		$	456,895
Capital Expenditures		(32,042	)		(48,302	)		(118,385	)		(159,040	)
Capitalized Software		(37,961	)		(22,314	)		(53,895	)		(33,145	)
Free Cash Flow	$	168,541		$	133,644		$	333,741		$	264,710
EMC Information Infrastructure
Cash flow from Operations	$	722,929		$	513,385		$	1,992,321		$	1,690,998
Capital Expenditures		(131,575	)		(128,950	)		(371,681	)		(342,422	)
Capitalized Software		(52,632	)		(42,990	)		(155,546	)		(130,205	)
Free Cash Flow	$	538,722		$	341,445		$	1,465,094		$	1,218,371

EMC Corporation

Supplemental Revenue Analysis

(in thousands)

Unaudited

Revenue Components

	Q1 2007			Q2 2007			Q3 2007			Q4 2007			2007			Q1 2008			Q2 2008			Q3 2008			YTD 2008
Consolidated Revenues
Systems	$	1,305,766		$	1,354,438		$	1,411,367		$	1,688,565		$	5,760,136		$	1,440,123		$	1,528,012		$	1,584,264		$	4,552,399
Software:
Software License		806,660			867,917			921,517			1,055,746			3,651,840			900,307			933,639			908,678			2,742,624
Software Maintenance		382,080			400,233			426,198			472,264			1,680,775			506,218			524,725			554,416			1,585,359
Total Software License & Maintenance		1,188,740			1,268,150			1,347,715			1,528,010			5,332,615			1,406,525			1,458,364			1,463,094			4,327,983
Other Services		480,499			502,084			540,672			614,199			2,137,454			623,411			687,498			668,234			1,979,143
Total Consolidated Revenues	$	2,975,005		$	3,124,672		$	3,299,754		$	3,830,774		$	13,230,205		$	3,470,059		$	3,673,874		$	3,715,592		$	10,859,525
Percentage impact to EMC revenue growth rate due to changes in exchange rates from the prior year		2.1	%		2.1	%		1.8	%		3.2	%		2.3	%		2.3	%		2.7	%		1.2	%		2.0	%

EMC Corporation

Supplemental

Revenue Analysis

(in thousands)

Unaudited

Supplemental Revenue Data

	Q1 2007		Q2 2007		Q3 2007		Q4 2007		2007		Q1 2008		Q2 2008		Q3 2008		YTD 2008
Storage Systems Revenue	$	1,302,740	$	1,347,357	$	1,405,139	$	1,682,395	$	5,737,631	$	1,433,190	$	1,523,695	$	1,578,757	$	4,535,642
Storage Software:
Storage Software License		486,558		512,521		515,056		561,622		2,075,757		470,449		494,331		477,742		1,442,522
Storage Software Maintenance		234,796		242,940		252,642		271,848		1,002,226		291,556		283,292		298,958		873,806
Total Storage Software License & Maintenance		721,354		755,461		767,698		833,470		3,077,983		762,005		777,623		776,700		2,316,328
Storage Other Services		402,834		425,200		450,450		516,782		1,795,266		516,634		571,929		552,866		1,641,429
Total Storage Revenue	$	2,426,928	$	2,528,018	$	2,623,287	$	3,032,647	$	10,610,880	$	2,711,829	$	2,873,247	$	2,908,323	$	8,493,399
Content Management and Archiving Systems Revenue	$	68	$	1,708	$	1,485	$	2,157	$	5,418	$	2,521	$	138	$	185	$	2,844
Content Management and Archiving Software:
Content Management and Archiving Software License		68,472		69,046		79,247		115,305		332,070		58,607		73,277		62,391		194,275
Content Management and Archiving Software Maintenance		60,339		60,416		61,595		70,590		252,940		73,758		75,660		77,014		226,432
Total Content Management and Archiving Software License & Maintenance		128,811		129,462		140,842		185,895		585,010		132,365		148,937		139,405		420,707
Content Management and Archiving Other Services		43,319		42,432		46,985		50,074		182,810		50,317		54,931		48,479		153,727
Total Content Management and Archiving Revenue	$	172,198	$	173,602	$	189,312	$	238,126	$	773,238	$	185,203	$	204,006	$	188,069	$	577,278
Security Systems Revenue	$	2,958	$	5,373	$	4,743	$	4,013	$	17,087	$	4,412	$	4,179	$	5,322	$	13,913
Security Software:
Security Software License		81,934		81,300		82,979		94,604		340,817		77,271		84,888		83,457		245,616
Security Software Maintenance		21,627		23,392		25,126		27,752		97,897		28,785		30,108		31,302		90,195
Total Security Software License & Maintenance		103,561		104,692		108,105		122,356		438,714		106,056		114,996		114,759		335,811
Security Other Services		13,342		14,890		20,016		21,226		69,474		24,389		24,871		27,259		76,519
Total Security Revenue	$	119,861	$	124,955	$	132,864	$	147,595	$	525,275	$	134,857	$	144,046	$	147,340	$	426,243
EMC Information Infrastructure Systems Revenue	$	1,305,766	$	1,354,438	$	1,411,367	$	1,688,565	$	5,760,136	$	1,440,123	$	1,528,012	$	1,584,264	$	4,552,399
EMC Information Infrastructure Software:
EMC Information Infrastructure Software License		636,964		662,867		677,282		771,531		2,748,644		606,327		652,496		623,590		1,882,413
EMC Information Infrastructure Software Maintenance		316,762		326,748		339,363		370,190		1,353,063		394,099		389,060		407,274		1,190,433
Total EMC Information Infrastructure Software License & Maintenance		953,726		989,615		1,016,645		1,141,721		4,101,707		1,000,426		1,041,556		1,030,864		3,072,846
EMC Information Infrastructure Other Services		459,495		482,522		517,451		588,082		2,047,550		591,340		651,731		628,604		1,871,675
Total EMC Information Infrastructure Revenue	$	2,718,987	$	2,826,575	$	2,945,463	$	3,418,368	$	11,909,393	$	3,031,889	$	3,221,299	$	3,243,732	$	9,496,920
VMware Software:
VMware Software License	$	169,696	$	205,050	$	244,235	$	284,215	$	903,196	$	293,980	$	281,143	$	285,088	$	860,211
VMware Software Maintenance		65,318		73,485		86,835		102,074		327,712		112,119		135,665		147,142		394,926
Total VMware Software License & Maintenance		235,014		278,535		331,070		386,289		1,230,908		406,099		416,808		432,230		1,255,137
VMware Other Services		21,004		19,562		23,221		26,117		89,904		32,071		35,767		39,630		107,468
Total VMware Revenue	$	256,018	$	298,097	$	354,291	$	412,406	$	1,320,812	$	438,170	$	452,575	$	471,860	$	1,362,605