10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the quarterly period ended March 31, 2010

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For transition period from              to             

Commission File Number 1-9853

EMC CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	04-2680009
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
176 South Street Hopkinton, Massachusetts	01748
(Address of principal executive offices)	(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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares of common stock, par value $.01 per share, of the registrant outstanding as of March 31, 2010 was 2,055,608,355.

EMC CORPORATION

	Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at March 31, 2010 and December 31, 2009	3
Consolidated Income Statements for the Three Months Ended March 31, 2010 and 2009	4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009	5
Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2010 and 2009	6
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2010 and 2009	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3. Defaults Upon Senior Securities	40
Item 4. Reserved	40
Item 5. Other Information	40
Item 6. Exhibits	40
SIGNATURES	41
EXHIBIT INDEX	42

FACTORS THAT MAY AFFECT FUTURE RESULTS

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Federal securities laws, about our business and prospects. The forward-looking statements do not include the potential impact of any mergers, acquisitions, divestitures, securities offerings or business combinations that may be announced or closed after the date hereof. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “plans,” “intends,” “expects,” “goals” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including those described in Item 1A of Part II (Risk Factors). The forward-looking statements speak only as of the date of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements contained herein after the date of this Quarterly Report.

2

PART I

FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

EMC CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	March 31, 2010			December 31, 2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	6,256,626		$	6,302,499
Short-term investments		641,576			392,839
Accounts and notes receivable, less allowance for doubtful accounts of $50,504 and $47,414		1,735,043			2,108,575
Inventories		851,501			886,289
Deferred income taxes		580,845			564,174
Other current assets		309,534			283,926
Total current assets		10,375,125			10,538,302
Long-term investments		3,254,641			2,692,323
Property, plant and equipment, net		2,226,238			2,224,346
Intangible assets, net		1,194,104			1,185,632
Goodwill		9,402,851			9,210,376
Other assets, net		1,015,004			961,024
Total assets	$	27,467,963		$	26,812,003
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	796,688		$	899,298
Accrued expenses		1,896,188			1,944,210
Income taxes payable		49,595			41,691
Deferred revenue		2,502,646			2,262,968
Total current liabilities		5,245,117			5,148,167
Income taxes payable		240,004			235,976
Deferred revenue		1,495,602			1,373,798
Deferred income taxes		631,649			708,378
Long-term convertible debt		3,128,079			3,100,290
Other liabilities		183,445			184,920
Total liabilities		10,923,896			10,751,529
Commitments and contingencies (see Note 12)
Shareholders’ equity:
Preferred stock, par value $0.01; authorized 25,000 shares; none outstanding		—			—
Common stock, par value $0.01; authorized 6,000,000 shares; issued and outstanding 2,055,608 and 2,052,441 shares		20,556			20,524
Additional paid-in capital		3,933,124			3,875,791
Retained earnings		12,131,993			11,759,289
Accumulated other comprehensive loss, net		(109,689	)		(105,722	)
Total EMC Corporation’s shareholders’ equity		15,975,984			15,549,882
Non-controlling interest in VMware, Inc.		568,083			510,592
Total shareholders’ equity		16,544,067			16,060,474
Total liabilities and shareholders’ equity	$	27,467,963		$	26,812,003

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

3

EMC CORPORATION

CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share amounts)

(unaudited)

	For the Three Months Ended
	March 31, 2010			March 31, 2009
Revenues:
Product sales	$	2,478,717		$	1,969,120
Services		1,411,975			1,181,642
		3,890,692			3,150,762
Costs and expenses:
Cost of product sales		1,161,922			1,013,330
Cost of services		510,251			454,177
Research and development		434,933			383,293
Selling, general and administrative		1,261,284			1,024,773
Restructuring and acquisition-related charges		18,502			15,572
Operating income		503,800			259,617
Non-operating income (expense):
Investment income		31,532			39,844
Interest expense		(42,968	)		(45,543	)
Other expense, net		(9,021	)		(10,758	)
Total non-operating expense		(20,457	)		(16,457	)
Income before provision for income taxes		483,343			243,160
Income tax provision		95,653			37,815
Net income		387,690			205,345
Less: Net income attributable to the non-controlling interest in VMware, Inc.		(14,986	)		(11,276	)
Net income attributable to EMC Corporation	$	372,704		$	194,069
Net income per weighted average share, basic attributable to EMC Corporation common shareholders	$	0.18		$	0.10
Net income per weighted average share, diluted attributable to EMC Corporation common shareholders	$	0.17		$	0.10
Weighted average shares, basic		2,051,030			2,008,915
Weighted average shares, diluted		2,119,192			2,021,062

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

4

EMC CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Three Months Ended
	March 31, 2010			March 31, 2009
Cash flows from operating activities:
Cash received from customers	$	4,615,013		$	3,860,223
Cash paid to suppliers and employees		(3,213,917	)		(2,877,408	)
Dividends and interest received		26,634			46,656
Interest paid		(4,670	)		(4,007	)
Income taxes paid		(105,714	)		(161,773	)
Net cash provided by operating activities		1,317,346			863,691
Cash flows from investing activities:
Additions to property, plant and equipment		(114,048	)		(95,320	)
Capitalized software development costs		(93,161	)		(87,627	)
Purchases of short and long-term available-for-sale securities		(1,475,229	)		(2,277,512	)
Sales of short and long-term available-for-sale securities		628,504			2,077,730
Maturities of short and long-term available-for-sale securities		40,346			91,365
Business acquisitions, net of cash acquired		(288,246	)		—
Increase in strategic and other related investments		(5,240	)		(1,960	)
Other		(16,648	)		1,054
Net cash used in investing activities		(1,323,722	)		(292,270	)
Cash flows from financing activities:
Issuance of EMC’s common stock from the exercise of stock options		130,338			8,637
Issuance of VMware’s common stock from the exercise of stock options		109,775			4,503
EMC repurchase of EMC’s common stock		(176,260	)		—
EMC purchase of VMware’s common stock		(99,500	)		—
VMware repurchase of VMware’s common stock		(31,348	)		—
Repayments of proceeds from securities lending		—			(65,179	)
Excess tax benefits from stock-based compensation		35,248			776
Payment of long-term and short-term obligations		(2,327	)		(19,257	)
Proceeds from long-term and short-term obligations		1,116			1,038
Net cash used in financing activities		(32,958	)		(69,482	)
Effect of exchange rate changes on cash and cash equivalents		(6,539	)		(22,172	)
Net (decrease) increase in cash and cash equivalents		(45,873	)		479,767
Cash and cash equivalents at beginning of period		6,302,499			5,843,685
Cash and cash equivalents at end of period	$	6,256,626		$	6,323,452
Reconciliation of net income to net cash provided by operating activities:
Net income	$	387,690		$	205,345
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		281,580			255,798
Non-cash interest expense on convertible debt		25,921			26,299
Non-cash restructuring		162			2,072
Stock-based compensation expense		158,805			112,647
Increase in provision for doubtful accounts		7,226			5,388
Deferred income taxes, net		(28,766	)		(4,527	)
Excess tax benefits from stock-based compensation		(35,248	)		(776	)
Other		(820	)		795
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable		380,790			550,917
Inventories		2,198			(2,226	)
Other assets		(24,760	)		(22,271	)
Accounts payable		(102,803	)		(80,021	)
Accrued expenses		(83,164	)		(222,591	)
Income taxes payable		18,705			(119,431	)
Deferred revenue		336,305			153,156
Other liabilities		(6,475	)		3,117
Net cash provided by operating activities	$	1,317,346		$	863,691

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

5

EMC CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(unaudited)

For the three months ended March 31, 2010:

	Common Stock					Additional Paid-in Capital			Retained Earnings		Other Comprehensive Loss			Non-controlling Interest  in VMware			Total Shareholders’ Equity
	Shares		Par Value
Balance, January 1, 2010	2,052,441		$	20,524		$	3,875,791		$	11,759,289	$	(105,722	)	$	510,592		$	16,060,474
Stock issued through stock option and stock purchase plans	12,238			122			130,216			—		—			—			130,338
Tax benefit from stock options exercised	—			—			57,321			—		—			—			57,321
Restricted stock grants, cancellations and withholdings, net	1,268			13			(29,096	)		—		—			—			(29,083	)
Repurchase of common stock	(10,339	)		(103	)		(176,157	)		—		—			—			(176,260	)
EMC purchase of VMware stock	—			—			(86,636	)		—		—			(12,864	)		(99,500	)
Stock options issued in business acquisitions	—			—			38			—		—			—			38
Stock-based compensation	—			—			165,507			—		—			—			165,507
Impact from equity transactions of VMware, Inc.	—			—			(3,860	)		—		—			55,289			51,429
Change in market value of investments	—			—			—			—		5,555			80			5,635
Change in market value of derivatives	—			—			—			—		(3,456	)		—			(3,456	)
Translation adjustment	—			—			—			—		(6,066	)		—			(6,066	)
Net income	—			—			—			372,704		—			14,986			387,690
Balance, March 31, 2010	2,055,608		$	20,556		$	3,933,124		$	12,131,993	$	(109,689	)	$	568,083		$	16,544,067

For the three months ended March 31, 2009:

	Common Stock					Additional Paid-in Capital			Retained Earnings		Other Comprehensive Loss			Non-controlling Interest in VMware		Total Shareholders’ Equity
	Shares		Par Value
Balance, January 1, 2009	2,012,938		$	20,129		$	2,817,054		$	10,671,212	$	(179,952	)	$	327,507	$	13,655,950
Stock issued through stock option and stock purchase plans	1,557			16			8,621			—		—			—		8,637
Tax shortfall from stock options exercised	—			—			(11,890	)		—		—			—		(11,890	)
Restricted stock grants, cancellations and withholdings, net	(1,492	)		(15	)		(35,459	)		—		—			—		(35,474	)
Stock-based compensation	—			—			119,351			—		—			—		119,351
Impact from equity transactions of VMware, Inc.	—			—			(7,798	)		—		—			10,061		2,263
Change in market value of investments	—			—			—			—		4,426			—		4,426
Change in market value of derivatives	—			—			—			—		1,802			—		1,802
Translation adjustment	—			—			—			—		(26,735	)		—		(26,735	)
Net income	—			—			—			194,069		—			11,276		205,345
Balance, March 31, 2009	2,013,003		$	20,130		$	2,889,879		$	10,865,281	$	(200,459	)	$	348,844	$	13,923,675

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

6

EMC CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	For the Three Months Ended
	March 31, 2010			March 31, 2009
Net income	$	387,690		$	205,345
Other comprehensive income, net of taxes (benefit):
Foreign currency translation adjustments		(6,066	)		(26,735	)
Changes in market value of investments, including unrealized gains and losses and reclassification adjustment to net income, net of taxes of $3,116 and $5,903		5,635			4,426
Changes in market value of derivatives, net of taxes (benefit) of $(1,631) and $681		(3,456	)		1,802
Other comprehensive loss		(3,887	)		(20,507	)
Comprehensive income		383,803			184,838
Less: Net income attributable to the non-controlling interest in VMware, Inc.		(14,986	)		(11,276	)
Less: Other comprehensive income attributable to the non-controlling interest in VMware, Inc.		(80	)		—
Comprehensive income attributable to EMC Corporation	$	368,737		$	173,562

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

7

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

Company

EMC Corporation (“EMC”) and its subsidiaries develop, deliver and support the Information Technology (“IT”) industry’s broadest range of information infrastructure and virtual infrastructure technologies and solutions.

EMC’s Information Infrastructure business provides a foundation for customers to manage and secure their vast and ever-increasing quantities of information, automate their data center operations, reduce power and cooling costs, and leverage critical information for business agility and competitive advantage. EMC’s Information Infrastructure business comprises three segments – Information Storage, Content Management and Archiving and RSA Information Security.

EMC’s VMware Virtual Infrastructure business, which is represented by EMC’s majority equity stake in VMware, Inc. (“VMware”), is the leading provider of virtual infrastructure software solutions from the desktop to the data center and to the cloud. VMware’s virtual infrastructure software solutions run on industry-standard desktop computers and servers and support a wide range of operating system and application environments, as well as networking and storage infrastructures.

General

The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. These consolidated financial statements include the accounts of EMC, its wholly owned subsidiaries and VMware, a company majority-owned by EMC. All intercompany transactions have been eliminated.

Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Accordingly, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2009 which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2010.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the entire fiscal year. The interim consolidated financial statements, in the opinion of management, reflect all adjustments necessary to fairly state the results as of and for the three-month periods ended March 31, 2010 and 2009.

Net Income Per Share

Basic net income per weighted average share has been computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per weighted average share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of stock options, restricted stock and restricted stock units, our $1.725 billion 1.75% convertible senior notes due 2011 and our $1.725 billion 1.75% convertible senior notes due 2013 (the “Notes”) and associated warrants. Additionally, for purposes of calculating diluted net income per weighted average share, net income is adjusted for the difference between VMware’s reported diluted and basic net income per weighted average share, if any, multiplied by the number of shares of VMware held by EMC.

New Accounting Guidance Recently Adopted

In September 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards for revenue recognition to exclude tangible products containing software components and non-software components that function together to deliver the product’s essential functionality from the scope of industry specific software revenue recognition guidance. Additionally, the FASB also amended the accounting standards for multiple deliverable revenue arrangements to provide for how the deliverables in an arrangement should be separated and how the consideration should be allocated using the relative selling price method. This guidance requires an entity to allocate revenue in an arrangement using estimated selling prices (“ESP”) of deliverables if a vendor does not have vendor-specific objective evidence of selling price (“VSOE”) or third-party evidence of selling price (“TPE”) and effectively eliminates use of the residual method in such cases.

8

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We elected to early adopt this accounting guidance at the beginning of our first quarter of 2010 on a prospective basis for applicable transactions originating or materially modified after January 1, 2010.

For the year ended December 31, 2009, pursuant to the previous guidance of revenue arrangements with multiple deliverables, we allocated revenue to each undelivered element based upon their fair values and then allocated the residual revenue to the delivered elements. Where the fair value for an undelivered element could not be determined, we deferred revenue for the delivered elements until the undelivered elements were delivered or the fair value was determinable for the remaining undelivered elements. We limited the amount of revenue recognition for delivered elements to the amount that was not contingent on the future delivery of products or services.

The new accounting guidance did not have a material impact on our financial position or results of operations for the quarter ended March 31, 2010 and does not change the units of accounting for our revenue transactions. Specifically, for our product sales that contain software components and non-software components that function together to deliver the product’s essential functionality, the difference of applying the relative selling price method to such transactions under the new guidance, as compared to the residual method under the previous guidance, was insignificant. Our undelivered elements are typically software-related services which we account for utilizing VSOE to determine fair value. Our assessment considered that the amounts recorded as revenue for delivered elements are limited to the amounts not contingent on the future delivery of products or services.

The new accounting guidance for revenue recognition is not expected to have a significant effect on revenue when applied to our multiple element arrangements based on our current go-to-market strategies due to the existence of VSOE of fair value for the typical undelivered elements in most of our product and service offerings.

The new accounting standards, if applied to the year ended December 31, 2009, would not have had a material impact on our revenue for that year.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year’s presentation.

2.  Revenue Recognition

We derive revenue from sales of information systems, software and services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. This policy is applicable to all sales, including sales to resellers and end users. Product is considered delivered to the customer once it has been shipped or electronically delivered and risk of loss has been transferred. For most of our product sales, these criteria are met at the time the product is shipped. The following summarizes the major terms of our contractual relationships with our customers and the manner in which we account for sales transactions.

• Systems sales

Systems sales consist of the sale of hardware storage and hardware-related devices. Revenue for hardware is generally recognized upon shipment.

• Software sales

Software sales consist of the sale of required storage operating systems and optional value-added software application programs. Our software application programs provide customers with resource management, backup and archiving, content management, information security and server virtualization capabilities. Revenue for software is generally recognized upon shipment or electronic delivery. License revenue from royalty payments is recognized upon either receipt of final royalty reports or payments from third parties.

• Services revenue

Services revenue consists of installation services, professional services, software maintenance, hardware maintenance and training.

9

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

EMC recognizes revenue from fixed-price support or maintenance contracts sold for both hardware and software, including extended warranty contracts, ratably over the contract period and recognizes the costs associated with these contracts as incurred. Generally, installation and professional services are not considered essential to the functionality of our products as these services do not alter the product capabilities and may be performed by our customers or other vendors. Installation services revenues are recognized as the services are being performed. Professional services revenues on engagements for which reasonably dependable estimates of progress toward completion are capable of being made are recognized as earned based upon the hours incurred. Where services are considered essential to the functionality of our products, revenue for the products and services is recorded over the service period. Professional services engagements that are on a time and materials basis are recognized based upon hours incurred. Revenues on all other professional services engagements are recognized upon completion.

• Multiple element arrangements

When more than one element, such as hardware, software and services are contained in a single arrangement, we first allocate revenue based upon the relative selling price into two categories: (1) non-software components, such as hardware and any hardware related items, such as required software that functions with the hardware to deliver the essential functionality of the hardware and related post-contract customer support and other services and (2) software components, such as optional software application programs and related items, such as post-contract customer support and other services. We then allocate revenue within the non-software category to each element based upon their relative selling price using ESP, if VSOE or TPE does not exist. We allocate revenue within the software category to the undelivered elements based upon their fair value using VSOE with the residual revenue allocated to the delivered elements. If we cannot objectively determine the fair value of any undelivered element, we defer revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements.

We limit the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services.

• Shipping terms

Our sales contracts generally provide for the customer to accept risk of loss when the product leaves our facilities. When shipping terms or local laws do not allow for passage of risk of loss at shipping point, we defer recognizing revenue until risk of loss transfers to the customer.

• Leases

Revenue from sales-type leases is recognized at the net present value of future lease payments. Revenue from operating leases is recognized over the lease period.

• Other

We accrue for the estimated costs of systems’ warranty at the time of sale. We reduce revenue for estimated sales returns at the time of sale. Systems’ warranty costs are estimated based upon our historical experience and specific identification of systems’ requirements. Sales returns are estimated based upon our historical experience and specific identification of probable returns. For our Iomega business we defer revenue and cost of sales for inventory sold through the channel that exceeds the channel’s requirements.

3.  Acquisitions

In the first quarter of 2010, we acquired all of the outstanding capital stock of Archer Technologies, LLC, a provider of governance, risk and compliance software. This acquisition complements and expands our Information Security segment. Additionally, VMware acquired two businesses, including Zimbra, a leading vendor of e-mail and collaboration software. The aggregate cash consideration for these three acquisitions was $288.2 million. The results of these acquisitions have been included in the consolidated financial statements from the date of purchase. Pro forma results of operations have not been presented as the results of the acquired companies were not material, individually or in aggregate, to the Company’s consolidated results of operations for the three months ended March 31, 2010 or 2009.

10

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

4.  Non-controlling Interest in VMware, Inc.

The effect of changes in our ownership interest in VMware on our equity was as follows (table in thousands):

	March 31, 2010			March 31, 2009
Net income attributable to EMC Corporation	$	372,704		$	194,069
Transfers (to) from the non-controlling interest in VMware:
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity issuances		38,496			1,730
Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other equity activity		(42,356	)		(9,528	)
Net transfers (to) from non-controlling interest		(3,860	)		(7,798	)
Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.	$	368,844		$	186,271

5.  Investments

Our investments are comprised primarily of debt securities that are classified as available for sale and recorded at their fair market values. We determine fair value using the following hierarchy:

• Level 1 – Quoted prices in active markets for identical assets or liabilities.

• Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Most of our debt securities are classified as Level 2 securities, with the exception of some of our U.S. government and agency obligations, which are classified as Level 1 securities and all of our auction rate securities, which are classified as Level 3. At March 31, 2010, the vast majority of our Level 2 investments were priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities. In the event observable inputs are not available, we assess other factors to determine the security’s market value, including broker quotes or model valuations. Each month, we perform independent price verifications of all of our holdings. In the event a price fails a pre-established tolerance check, it is researched so that we can assess the cause of the variance to determine what we believe is the appropriate fair market value.

In January 2010, the FASB issued authoritative guidance related to additional disclosures of fair value measurements. The guidance requires the gross presentation of activity within the Level 3 fair value measurement roll forward and details of transfers in and out of Level 1 and 2 fair value measurements. It also clarified two existing disclosure requirements on the level of disaggregation of fair value measurements and disclosures on inputs and valuation techniques. We adopted all of this guidance in the first quarter of 2010.

Hierarchy of an investment from its current level could change in the period that the pricing methodology of that investment changes. Disclosure of the transfer of securities from Level 1 to Level 2 or Level 3 will be made in the event that the related security is significant to total cash and investments.

In general, investments with remaining effective maturities of 12 months or less from the balance sheet date are classified as short-term investments. Investments with remaining effective maturities of more than 12 months from the balance sheet date are classified as long-term investments. As a result of the lack of liquidity for auction rate securities, we have classified these as long-term investments as of March 31, 2010. At March 31, 2010, all of our available for sale, short- and long-term investments, excluding auction rate securities, were recognized at fair value, which was determined based upon observable inputs from our

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pricing vendors for identical or similar assets. At March 31, 2010 and December 31, 2009, auction rate securities were valued using a discounted cash flow model.

The following tables summarize the composition of our investments at March 31, 2010 and December 31, 2009 (tables in thousands):

	March 31, 2010
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value		Other-than- Temporary Impairments
U.S. government and agency obligations	$	1,441,158	$	9,877	$	(1,802	)	$	1,449,233	$	—
U.S. corporate debt securities		998,338		16,695		(1,794	)		1,013,239		—
Asset-backed securities		10,091		226		(1	)		10,316		—
Municipal obligations		767,984		5,556		(567	)		772,973		—
Auction rate securities		251,755		—		(17,291	)		234,464		—
Foreign debt securities		412,509		3,690		(207	)		415,992		—
Total	$	3,881,835	$	36,044	$	(21,662	)	$	3,896,217	$	—

	December 31, 2009
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value		Other-than- Temporary Impairments
U.S. government and agency obligations	$	1,086,773	$	8,021	$	(2,982	)	$	1,091,812	$	—
U.S. corporate debt securities		866,353		13,128		(1,236	)		878,245		—
Asset-backed securities		14,119		356		(1	)		14,474		—
Municipal obligations		583,690		6,902		(118	)		590,474		—
Auction rate securities		253,617		—		(19,165	)		234,452		—
Foreign debt securities		274,312		1,931		(538	)		275,705		—
Total	$	3,078,864	$	30,338	$	(24,040	)	$	3,085,162	$	—

The following table represents our fair value hierarchy for our financial assets and liabilities measured at fair value as of March 31, 2010 (table in thousands):

	Level 1		Level 2			Level 3		Total
Cash	$	1,133,927	$	—		$	—	$	1,133,927
Cash equivalents		5,106,337		16,362			—		5,122,699
U.S. government and agency obligations		871,891		577,342			—		1,449,233
U.S. corporate debt securities		—		1,013,239			—		1,013,239
Asset-backed securities		—		10,316			—		10,316
Municipal obligations		—		772,973			—		772,973
Auction rate securities		—		—			234,464		234,464
Foreign debt securities		—		415,992			—		415,992
Total cash and investments	$	7,112,155	$	2,806,224		$	234,464	$	10,152,843
Other items:
Foreign exchange derivative assets	$	—	$	28,504		$	—	$	28,504
Foreign exchange derivative liabilities		—		(34,787	)		—		(34,787	)

Our auction rate securities are predominantly rated AAA and are primarily collateralized by student loans. The underlying loans of all but two of our auction rate securities, with a market value of $18.8 million, have partial guarantees by the U.S. government as part of the Federal Family Education Loan Program (“FFELP”) through the U.S. Department of Education. FFELP guarantees at least 95% of the loans which collateralize the auction rate securities. The two securities whose underlying loans are not guaranteed by the U.S. government have credit enhancements and are insured by third party agencies. We believe the quality of the collateral underlying all of our auction rate securities will enable us to recover our principal balance in full.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

To determine the estimated fair value of our investment in auction rate securities, we used a discounted cash flow model. The assumptions used in preparing the discounted cash flow model include an incremental discount rate for the lack of liquidity in the market (“liquidity discount margin”) for an estimated period of time. The discount rate we selected was based on AA-rated banks as the majority of our portfolio is invested in student loans where EMC acts as a financier to these lenders. The liquidity discount margin represents an estimate of the additional return an investor would require for the lack of liquidity of these securities over an estimated five-year holding period. The rate used for the discount margin was 1% at both March 31, 2010 and December 31, 2009 as credit spreads on AA-rated banks remained constant.

The following table provides a summary of changes in fair value of our Level 3 financial assets for the quarter ended March 31, 2010 (table in thousands):

	Three Months Ended March  31, 2010
Beginning balance	$	234,452
Transfers in from Level 1		—
Transfers in from acquisitions		—
Sales		—
Calls		(1,862	)
Decrease in previously recognized unrealized losses included in other comprehensive loss		1,874
Balance at March 31	$	234,464

Unrealized losses on investments at March 31, 2010 by investment category and length of time the investment has been in a continuous unrealized loss position are as follows (table in thousands):

	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency obligations	$	602,568	$	(1,770	)	$	1,374	$	(32	)	$	603,942	$	(1,802	)
U.S. corporate debt securities		138,164		(1,791	)		997		(3	)		139,161		(1,794	)
Asset-backed securities		—		—			5		(1	)		5		(1	)
Municipal obligations		126,039		(567	)		—		—			126,039		(567	)
Auction rate securities		—		—			234,464		(17,291	)		234,464		(17,291	)
Foreign debt securities		105,184		(207	)		—		—			105,184		(207	)
Total	$	971,955	$	(4,335	)	$	236,840	$	(17,327	)	$	1,208,795	$	(21,662	)

Investment Losses

For all of our securities where the amortized cost basis was greater than the fair value at March 31, 2010, we have concluded that currently we neither plan to sell the security nor is it more likely than not that we would be required to sell the security before its anticipated recovery. In making the determination as to whether the unrealized loss is other-than-temporary, we considered the length of time and extent the investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating, the underlying value and performance of the collateral, third party guarantees and the time to maturity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Contractual Maturities

The contractual maturities of investments held at March 31, 2010 are as follows (table in thousands):

	March 31, 2010
	Amortized Cost Basis		Aggregate Fair Value
Due within one year	$	422,958	$	425,876
Due after 1 year through 5 years		2,579,942		2,602,589
Due after 5 years through 10 years		281,613		285,538
Due after 10 years		597,322		582,214
Total	$	3,881,835	$	3,896,217

6.  Inventories

Inventories consist of (table in thousands):

	March 31, 2010		December  31, 2009
Purchased parts	$	40,111	$	73,612
Work-in-process		485,830		469,901
Finished goods		325,560		342,776
	$	851,501	$	886,289

7.  Property, Plant and Equipment

Property, plant and equipment consist of (table in thousands):

	March 31, 2010			December 31, 2009
Furniture and fixtures	$	230,917		$	229,006
Equipment		3,527,815			3,447,209
Buildings and improvements		1,427,119			1,427,656
Land		121,839			122,260
Building construction in progress		100,023			91,501
		5,407,713			5,317,632
Accumulated depreciation and amortization		(3,181,475	)		(3,093,286	)
	$	2,226,238		$	2,224,346

Building construction in progress at March 31, 2010 includes $65.6 million for facilities not yet placed in service that we are holding for future use.

8.  Accrued Expenses

Accrued expenses consist of (table in thousands):

	March 31, 2010		December  31, 2009
Salaries and benefits	$	669,364	$	742,748
Product warranties		269,567		271,594
Restructuring (see Note 11)		88,844		105,760
Other		868,413		824,108
	$	1,896,188	$	1,944,210

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Product Warranties

Systems sales include a standard product warranty. At the time of the sale, we accrue for the systems’ warranty costs. The initial systems’ warranty accrual is based upon our historical experience, expected future costs and specific identification of the systems’ requirements. Upon expiration of the initial warranty, we may sell additional maintenance contracts to our customers. Revenue from these additional maintenance contracts is deferred and recognized ratably over the service period. The following represents the activity in our warranty accrual for our standard product warranty (table in thousands):

	For the Three Months Ended
	March 31, 2010			March 31, 2009
Balance, beginning of the period	$	271,594		$	269,218
Current period provision		36,960			25,435
Amounts charged to the accrual		(38,987	)		(32,398	)
Balance, end of the period	$	269,567		$	262,255

The provision includes amounts accrued for systems at the time of shipment, adjustments for changes in estimated costs for warranties on systems shipped in the period and changes in estimated costs for warranties on systems shipped in prior periods. It is not practicable to determine the amounts applicable to each of the components.

9.  Income Taxes

Our effective income tax rates were 19.8% and 15.6% for the three months ended March 31, 2010 and 2009, respectively. The effective income tax rate is based upon the estimated income for the year, the composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for the potential tax consequences, benefits or resolutions of tax audits or other tax contingencies. For the three months ended March 31, 2010 and 2009, the effective tax rate varied from the statutory tax rate principally as a result of the mix of income attributable to foreign versus domestic jurisdictions. Our aggregate income tax rate in foreign jurisdictions is lower than our income tax rate in the United States. The increase in the effective tax rate in 2010 compared to 2009 was primarily attributable to the expiration of the U.S. federal research and development tax credit for 2010.

We have substantially concluded all U.S. federal income tax matters for years through 2006 and are currently under audit for U.S. federal income taxes for 2007 and 2008. We also have income tax audits in process in numerous state, local and international jurisdictions. Based on the timing and outcome of examinations of EMC, the result of the expiration of statutes of limitations for specific jurisdictions or the timing and result of ruling requests from taxing authorities, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in our statement of financial position. We anticipate that several of these audits may be finalized within the next 12 months. Based on the status of these examinations, and the protocol of finalizing such audits, it is not possible to estimate the impact of the amount of such changes, if any, to our previously recorded uncertain tax positions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

10.  Shareholders’ Equity

The reconciliation from basic to diluted earnings per share for both the numerators and denominators is as follows (table in thousands):

	For the Three Months Ended
	March 31, 2010			March 31, 2009
Numerator:
Net income attributable to EMC Corporation, basic	$	372,704		$	194,069
Incremental dilution from VMware		(1,883	)		(188	)
Net income attributable to EMC Corporation, diluted	$	370,821		$	193,881
Denominator:
Basic weighted average common shares outstanding		2,051,030			2,008,915
Weighted average common stock equivalents		47,835			12,147
Assumed conversion of the Notes		20,327			—
Diluted weighted average shares outstanding		2,119,192			2,021,062

Due to the cash settlement feature of the principal amount of the Notes, we only include the impact of the premium feature in our diluted earnings per share calculation when the stock price equals or exceeds the conversion price of the Notes. Conversion of the Notes may occur upon the occurrence of specified events at a conversion price of approximately $16.08 per share of our common stock. The conversion price is subject to adjustment in some events.

Options to acquire 74.6 million and 214.9 million of common stock for the three months ended March 31, 2010 and 2009, respectively, were excluded from the calculation of diluted earnings per share because they were antidilutive. The incremental dilution from VMware represents the impact of VMware’s dilutive securities on EMC’s consolidated diluted net income per share and is calculated by multiplying the difference between VMware’s basic and diluted earnings per share by the number of VMware shares owned by EMC.

Repurchases of Common Stock

We utilize authorized and unissued shares (including repurchased shares) to satisfy all shares issued under our equity plans. In 2008, our Board of Directors authorized the repurchase of 250.0 million shares of our common stock. For the three months ended March 31, 2010, we spent $176.3 million to repurchase 10.3 million shares of our common stock and plan to spend up to $1.0 billion for the year on common stock repurchases. Of the 250.0 million shares authorized for repurchase, we have repurchased 71.7 million shares at a cost of $884.5 million, leaving a remaining balance of 178.3 million shares.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, which is presented net of tax, consists of the following (table in thousands):

	March 31, 2010			December 31, 2009
Foreign currency translation adjustments	$	(8,415	)	$	(2,349	)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(7,858) and $(8,679)		(13,804	)		(15,361	)
Unrealized gains on investments, net of taxes of $16,624 and $14,329		27,695			23,617
Unrealized gains (losses) on derivatives, net of taxes (benefits) of $(1,032) and $599		(1,245	)		2,211
Recognition of actuarial net loss from pension and other postretirement plans, net of tax benefits of $(68,996) and $(68,996)		(113,001	)		(113,001	)
		(108,770	)		(104,883	)
Less: Accumulated other comprehensive income attributable to the non-controlling interest in VMware, Inc.		(919	)		(839	)
	$	(109,689	)	$	(105,722	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

11.  Restructuring and Acquisition-Related Charges

For the three months ended March 31, 2010, we incurred restructuring and acquisition-related charges of $18.5 million compared to $15.6 million of restructuring charges for the three months ended March 31, 2009. For the three months ended March 31, 2010, we incurred $17.0 million of restructuring charges, primarily related to our 2008 restructuring program and $1.5 million of charges in connection with acquisitions for financial advisory, legal and accounting services.

In the fourth quarter of 2008, to further improve the competitiveness and efficiency of our global business in response to a challenging global economy, we implemented a restructuring program to further streamline the costs related to our Information Infrastructure business. The plan included the following components:

• A reduction in force resulting in the elimination of approximately 2,400 positions which was substantially completed by the end of 2009 and will be fully completed in 2010.

• The consolidation of facilities and the termination of contracts. These actions are expected to be completed by 2015.

• The write-off of certain assets for which EMC has determined it will no longer derive any benefit. These actions were completed in the fourth quarter of 2008.

The total charge resulting from these actions is expected to be approximately $400.0 million, with $247.9 million recognized in 2008, $87.0 million recognized in 2009, $35.0 million expected to be recognized in 2010 and the remainder expected to be recognized in 2011 through 2015.

The activity for the December 2008 restructuring program for the three months ended March 31, 2010 and 2009 is presented below (table in thousands):

2010

Category	Balance as of December 31, 2009		2010 Charges Relating to the 2008 Plan		Utilization			Balance as of March 31, 2010
Workforce reductions	$	84,266	$	—	$	(28,294	)	$	55,972
Consolidation of excess facilities and other contractual obligations		4,885		16,967		(2,871	)		18,981
Total	$	89,151	$	16,967	$	(31,165	)	$	74,953

In the first quarter of 2010, we recognized $17.0 million of lease termination costs for facilities vacated in the quarter in accordance with our plan as part of our 2008 restructuring program.

2009

Category	Balance as of December 31, 2008		2009 Charges Relating to the 2008 Plan		Utilization			Balance as of March 31, 2009
Workforce reductions	$	184,440	$	6,809	$	(51,924	)	$	139,325
Consolidation of excess facilities and other contractual obligations		2,376		9,089		(7,299	)		4,166
Total	$	186,816	$	15,898	$	(59,223	)	$	143,491

12.  Commitments and Contingencies

Line of Credit

We have available for use a credit line of $50.0 million in the United States. As of March 31, 2010, we had no borrowings outstanding on the line of credit. The credit line bears interest at the bank’s base rate and requires us, upon utilization of the credit line, to meet certain financial covenants with respect to limitations on losses. In the event the covenants are not met, the lender may require us to provide collateral to secure the outstanding balance. At March 31, 2010, we were in compliance with the covenants.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Litigation

We are involved in a variety of claims, demands, suits, investigations, and proceedings, including those identified below, that arise from time to time relating to matters incidental to the ordinary course of our business, including actions with respect to contracts, intellectual property, product liability, employment, benefits and securities matters. As required by authoritative guidance, we have estimated the amount of probable losses that may result from any such pending matters, and such amounts are reflected in our consolidated financial statements. We have disclosed the specific amount recorded for a particular matter where required by authoritative guidance. Because litigation is inherently unpredictable, however, the actual amounts of loss may prove to be larger or smaller than the amounts reflected in our consolidated financial statements, and we could incur judgments or enter into settlements of claims that could adversely affect our operating results or cash flows in a particular period.

United States ex rel. Rille and Roberts v. EMC Corporation. Effective as of May 4, 2010, EMC entered into a settlement agreement (the “Agreement”) with the United States of America, acting through the Civil Division of the United States Department of Justice (the “DoJ”). The Agreement relates to a previously disclosed “qui tam” action that followed an investigation conducted by the DoJ regarding (i) EMC’s fee arrangements with systems integrators and other partners in federal government transactions, and (ii) EMC’s compliance with the terms and conditions of certain agreements pursuant to which we sold products and services to the federal government, primarily a schedule agreement we entered into with the General Services Administration in November 1999. Pursuant to the Agreement, EMC will pay the United States $87.5 million. In consideration of this payment, the United States has agreed to release EMC with respect to the matters investigated and the claims alleged by the DoJ in the civil action. As set forth in the Agreement, EMC expressly denies any liability or wrongdoing in connection with such matters and claims, and the settlement represents a compromise to avoid the costs, distraction, and uncertainty of continued litigation. As previously disclosed, EMC recorded an $87.5 million accrual for this contingency as of December 31, 2009.

Derivative Demand Letters. We have received derivative demand letters sent on behalf of purported EMC shareholders. The letters contain allegations to the effect that the existence of the matter captioned United States ex rel. Rille and Roberts v. EMC Corporation serves as evidence that certain Company officers and directors failed to exercise due care and/or failed to oversee compliance with the laws identified in the Roberts matter. The matters relating to the demand letters were referred to a Special Committee of independent directors of the Board of Directors, which investigated and made a determination regarding such allegations. At the conclusion of their investigation, the Special Committee determined in good faith that commencing or maintaining derivative proceedings based on the allegations would not be in the best interests of EMC. In October 2009, one of the purported shareholders filed a complaint in the Superior Court for Middlesex County in Massachusetts alleging claims for breach of fiduciary duty against EMC directors and certain officers based on the same allegations set forth in the demand letter. We are defending this matter vigorously.

13.  Segment Information

We manage our business in two broad categories: EMC Information Infrastructure and VMware Virtual Infrastructure. EMC Information Infrastructure operates in three segments: Information Storage, Content Management and Archiving and RSA Information Security, while VMware Virtual Infrastructure operates in a single segment. Our management measures are designed to assess performance of these operating segments excluding certain items. As a result, the corporate reconciling items are used to capture the items excluded from the segment operating performance measures, including stock-based compensation expense and acquisition-related intangible asset amortization expense. Additionally, in certain instances, restructuring and acquisition-related charges, transition costs and infrequently occurring gains or losses are also excluded from the measures used by management in assessing segment performance. The VMware Virtual Infrastructure amounts represent the revenues and expenses of VMware as reflected within EMC’s consolidated financial statements. Research and development expenses, selling, general and administrative and other income associated with the EMC Information Infrastructure business are not allocated to the segments within the EMC Information Infrastructure business, as they are managed centrally at the business unit level. For the three segments within the EMC Information Infrastructure business, gross profit is the segment operating performance measure.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Our segment information for the three months ended March 31, 2010 and 2009 is as follows (tables in thousands, except percentages):

	EMC Information Infrastructure
	Information Storage			Content Management and Archiving			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
March 31, 2010
Revenues:
Product revenues	$	2,017,314		$	63,662		$	85,814		$	2,166,790		$	311,927		$	—		$	2,478,717
Services revenues		901,781			114,502			75,654			1,091,937			320,038			—			1,411,975
Total consolidated revenues		2,919,095			178,164			161,468			3,258,727			631,965			—			3,890,692
Cost of sales		1,401,514			63,332			52,256			1,517,102			95,504			59,567			1,672,173
Gross profit	$	1,517,581		$	114,832		$	109,212			1,741,625			536,461			(59,567	)		2,218,519
Gross profit percentage		52.0	%		64.5	%		67.6	%		53.4	%		84.9	%		—			57.0	%
Research and development											266,876			101,975			66,082			434,933
Selling, general and administrative											879,157			257,115			125,012			1,261,284
Restructuring and acquisition-related charges											—			—			18,502			18,502
Total costs and expenses											1,146,033			359,090			209,596			1,714,719
Operating income											595,592			177,371			(269,163	)		503,800
Other income (expense), net											10,878			(5,213	)		(26,122	)		(20,457	)
Income before tax											606,470			172,158			(295,285	)		483,343
Income tax provision											140,800			34,440			(79,587	)		95,653
Net income											465,670			137,718			(215,698	)		387,690
Net income attributable to the non-controlling interest in VMware, Inc.											—			(26,184	)		11,198			(14,986	)
Net income attributable to EMC Corporation										$	465,670		$	111,534		$	(204,500	)	$	372,704

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	EMC Information Infrastructure
	Information Storage			Content Management and Archiving			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
March 31, 2009
Revenues:
Product revenues	$	1,572,408		$	58,710		$	80,671		$	1,711,789		$	257,331		$	—		$	1,969,120
Services revenues		790,932			115,605			62,035			968,572			213,070			—			1,181,642
Total consolidated revenues		2,363,340			174,315			142,706			2,680,361			470,401			—			3,150,762
Cost of sales		1,234,490			71,698			43,655			1,349,843			66,264			51,400			1,467,507
Gross profit	$	1,128,850		$	102,617		$	99,051			1,330,518			404,137			(51,400	)		1,683,255
Gross profit percentage		47.8	%		58.9	%		69.4	%		49.6	%		85.9	%		—			53.4	%
Research and development											257,584			80,864			44,845			383,293
Selling, general and administrative											760,663			178,865			85,245			1,024,773
Restructuring and acquisition-related charges											—			—			15,572			15,572
Total costs and expenses											1,018,247			259,729			145,662			1,423,638
Operating income											312,271			144,408			(197,062	)		259,617
Other income (expense), net											12,791			(2,949	)		(26,299	)		(16,457	)
Income before tax											325,062			141,459			(223,361	)		243,160
Income tax provision											72,959			27,212			(62,356	)		37,815
Net income											252,103			114,247			(161,005	)		205,345
Net income attributable to the non-controlling interest in VMware, Inc.											—			(18,293	)		7,017			(11,276	)
Net income attributable to EMC Corporation										$	252,103		$	95,954		$	(153,988	)	$	194,069

Our revenues are attributed to the geographic areas according to the location of the customers. Revenues by geographic area are included in the following table (table in thousands):

	For the Three Months Ended
	March 31, 2010		March 31, 2009
United States	$	2,118,730	$	1,638,911
Europe, Middle East and Africa		1,148,847		986,640
Asia Pacific		416,696		374,319
Latin America, Mexico and Canada		206,419		150,892
Total	$	3,890,692	$	3,150,762

No country other than the United States accounted for 10% or more of revenues during the three months ended March 31, 2010 or 2009.

Long-lived assets, excluding financial instruments and deferred tax assets, in the United States were $11,380.0 million at March 31, 2010 and $11,285.8 million at December 31, 2009. No country other than the United States accounted for 10% or more of these assets at March 31, 2010 or December 31, 2009. Internationally, long-lived assets, excluding financial instruments and deferred tax assets, were $2,458.2 million at March 31, 2010 and $2,295.6 million at December 31, 2009.

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EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

14.  Subsequent Event

In April 2010, we consummated the transaction contemplated by the agreement that we entered into with VMware in the first quarter of 2010 to transfer assets for a total cash purchase price of up to $200.0 million. Pursuant to the terms of the agreement, EMC transferred certain technology and intellectual property of EMC’s Ionix IT management business to VMware. These products and expertise will complement VMware’s existing development efforts and expand their vCenter product family. As the transfer relates to entities under common control, there will be no change to the accounting basis of the transferred net assets.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto which appear elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements and should also be read in conjunction with the risk factors set forth in Item 1A of Part II. The forward-looking statements do not include the potential impact of any mergers, acquisitions, divestitures, securities offerings or business combinations that may be announced or closed after the date hereof.

All dollar amounts expressed numerically in this MD&A are in millions.

Certain tables may not add due to rounding.

INTRODUCTION

We manage our business in two broad categories: EMC Information Infrastructure and VMware Virtual Infrastructure.

EMC Information Infrastructure

Our EMC Information Infrastructure business consists of three of our segments: Information Storage, Content Management and Archiving and RSA Information Security.

Our objective for our EMC Information Infrastructure business is to grow faster than the markets we serve by investing in the business for sustainable advantage. Through a continued focus on enhancing and expanding our portfolio of systems, software, services and solutions to meet our customers’ needs, we believe we will be able to profitably increase revenues. We intend to enhance and expand our portfolio by accelerating our internal research and development (“R&D”) efforts and through acquisitions.

Concurrent with these efforts, we will continue to focus on our cost structure. In the fourth quarter of 2008, we implemented a restructuring program to further streamline the costs related to our Information Infrastructure business. The program’s focus is to consolidate back office functions, field and campus offices, rebalance investments towards higher-growth products and markets, reduce management layers, and further reduce indirect spending on contractors, third-party services and travel. Additionally, in 2009, we restructured the ownership of some of our subsidiaries to streamline our operations. These programs have favorably impacted our cost of sales, selling, general & administrative (“SG&A”) and R&D expenses. We expect to incur $65 of costs related to this effort in 2010 and beyond.

The program’s savings are from both cost reductions and the transformation of several areas of our operational cost structure. As part of these efforts, we are undertaking several initiatives to transform the structural efficiency of our worldwide operations. These initiatives, which began in 2009, include the consolidation and movement of various facilities and processes. As part of these transformation efforts, we expect to incur $50 of transition costs during 2010. These investments are necessary to implement the new, more efficient capabilities ahead of transitioning from the existing cost structure.

Through a combined focus on revenue growth, accelerated investment in R&D and continued cost containment efforts, we believe we will be able to increase 2010 earnings at a faster rate than the rate at which we will grow our revenues.

Since mid-2008 and through most of 2009, we observed that customers responded to the economic downturn with reductions in their IT spending. In the first quarter of 2010, the overall macroeconomic environment appeared to be improving, based on the marketplace IT spending trends, customer activity in the first quarter and forecasted IT spending trends for the remainder of the year. However, we believe that the continuation of some pent-up demand that we saw in the fourth quarter of 2009 impacted the quarter’s results. We believe our addressable market will grow approximately 6% to 8% in 2010 compared to 2009.

VMware Virtual Infrastructure

VMware’s current financial focus is on long-term revenue growth to generate cash flows to fund its expansion of industry segment share and evolve their virtualization-based products for data centers, desktop computers and cloud computing through a combination of internal development and acquisitions. VMware expects to grow their business by broadening their virtualization infrastructure software solutions technology and product portfolio, increasing product awareness, promoting the adoption of

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

virtualization and building long-term relationships with its customers through the adoption of enterprise license agreements (“ELAs”). Since the introduction in 2009 of VMware vSphere, the next generation of VMware infrastructure and VMware View 4, which is integrated with VMware vSphere, VMware has introduced, and plans to continue to introduce, more products that build on the vSphere foundation though 2010 and beyond.

Since mid-2008, and through most of 2009, VMware observed that customers have responded to the economic downturn with reductions in budgets for IT spending. As a result, customers were subjecting larger orders, such as ELAs, to a longer review process and in certain cases were purchasing products to meet their immediate needs, foregoing larger discounts offered under ELAs. While the overall macroeconomic environment appears to be improving, they believe that they have benefited from previously pent-up demand and that it is unclear whether their recent improved sales results reflect an improving trend or a short-term occurrence. Therefore, VMware remains conservative in their planning and expects to continue to manage their resources strategically.

Although VMware is currently the leading provider of virtualization infrastructure software solutions, they face competitive threats to their leadership position from a number of companies, some of which have significantly greater resources than VMware, which could result in increased pressure to reduce prices on their offerings. As a result, VMware believes it is important to continue to invest in strategic initiatives related to product research and development, market expansion and associated support functions to expand their industry leadership. VMware believes that they will be able to continue to meet its product development objectives through continued investment in its business, supplemented with strategic hires and acquisitions, funded through the operating cash flows generated from the sale of products and services. VMware believes this is the appropriate priority for the long-term health and growth of their business.

RESULTS OF OPERATIONS

Revenues

The following table presents revenue by our segments:

	For the Three Months Ended
	March 31, 2010		March 31, 2009		$ Change		% Change
Information Storage	$	2,919.1	$	2,363.3	$	555.8	23.5	%
Content Management and Archiving		178.2		174.3		3.9	2.2
RSA Information Security		161.5		142.7		18.8	13.2
VMware Virtual Infrastructure		631.9		470.4		161.5	34.3
Total revenues	$	3,890.7	$	3,150.8	$	739.9	23.5	%

Consolidated product revenues increased 25.9% from $1,969.1 for the three months ended March 31, 2009 to $2,478.7 for the three months ended March 31, 2010. The Information Storage segment’s product revenues increased 28.3% to $2,017.3 for the three months ended March 31, 2010. The Content Management and Archiving segment’s product revenues increased 8.4% to $63.7 and the RSA Information Security segment’s product revenues increased 6.4% to $85.8 for the three months ended March 31, 2010. The increase in our product revenues was primarily driven by the Information Storage product revenue, which reflected a higher demand for IT infrastructure offerings to address the storage needs generated by continued information growth, particularly as customers start migrating to virtual data center infrastructures and from previously pent-up demand that we saw in the fourth quarter of 2009. Additionally, the revenue for our collective back-up recovery systems offerings grew over 100% with the addition of Data Domain’s portfolio of offerings in the third quarter of 2009.

The VMware Virtual Infrastructure segment’s product revenues increased 21.2% to $311.9 for the three months ended March 31, 2010. The increase in VMware product revenues in the first quarter of 2010 was due to the improvements in the overall macroeconomic environment and from previously pent-up demand. Additionally, product revenues in our VMware Virtual Infrastructure segment benefited from the effect of its international expansion, as international revenues increased as a percentage of revenue from 48.1% in the first three months ended March 31, 2009 to 49.9% in the first three months ended March 31, 2010.

Consolidated services revenues increased 19.5% from $1,181.6 for the quarter ended March 31, 2009 to $1,412.0 for the quarter ended March 31, 2010. The Information Storage segment’s services revenues increased 14.0% to $901.8, RSA Information

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

Security segment’s services revenues increased 22.0% to $75.7 and the Content Management and Archiving segment’s services revenues decreased 1.0% to $114.5 for the three months ended March 31, 2010. The increase in services revenues in the first quarter of 2010 was due to an increase in maintenance revenues resulting from continued demand for support from our installed base. Additionally, our professional services continued to grow due to additional demand for infrastructure and security solutions. The decline in the Content Management and Archiving segment’s services revenues was attributable to a reduction in demand for professional services revenues, partially offset by an increase in maintenance revenues.

The VMware Virtual Infrastructure segment’s services revenues increased 50.2% to $320.0 for the three months ended March 31, 2010. The increase was due to strong maintenance renewals, the carry-over effect of multi-year software maintenance contracts sold in previous periods and additional maintenance contracts sold in conjunction with new software license sales. In addition, the growth in services revenues benefited from customers becoming current on their maintenance agreements in order to receive VMware’s vSphere as part of those arrangements. As VMware focused on recovering back maintenance beginning in 2009, they anticipate revenue from back maintenance to decline through 2010 as customers become current.

Consolidated revenues by geography were as follows:

	For the Three Months Ended
	March 31, 2010		March 31, 2009		% Change
United States	$	2,118.7	$	1,638.9	29.3	%
Europe, Middle East and Africa		1,148.8		986.6	16.4
Asia Pacific		416.7		374.3	11.3
Latin America, Mexico and Canada		206.4		150.9	36.8

Revenues increased for the three months ended March 31, 2010 compared to the same period in 2009 in all of our markets due to greater demand for our products and services offerings. Changes in exchange rates positively impacted revenues by 2.4% for the three months ended March 31, 2010 and negatively impacted revenues by 3.5% for the three months ended March 31, 2009. The impact of the change in rates between 2010 and 2009 was most significant in Australia, Canada and Brazil, and in European markets, including the United Kingdom.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

Costs and Expenses

The following table presents our costs and expenses, other income and net income attributable to EMC Corporation.

	For the Three Months Ended						$ Change			% Change
	March 31,     2010			March 31,     2009
Cost of revenue:
Information Storage	$	1,401.5		$	1,234.5		$	167.0		13.5	%
Content Management and Archiving		63.3			71.7			(8.4	)	(11.7	)
RSA Information Security		52.3			43.7			8.6		19.7
VMware Virtual Infrastructure		95.5			66.3			29.2		44.0
Corporate reconciling items		59.6			51.4			8.2		16.0
Total cost of revenue		1,672.2			1,467.5			204.7		13.9
Gross margins:
Information Storage		1,517.6			1,128.9			388.7		34.4
Content Management and Archiving		114.8			102.6			12.2		11.9
RSA Information Security		109.2			99.1			10.1		10.2
VMware Virtual Infrastructure		536.5			404.1			132.4		32.8
Corporate reconciling items		(59.6	)		(51.4	)		(8.2	)	(16.0	)
Total gross margin		2,218.5			1,683.3			535.2		31.8
Operating expenses:
Research and development (1)		434.9			383.3			51.6		13.5
Selling, general and administrative (2)		1,261.3			1,024.8			236.5		23.1
Restructuring and acquisition-related charges		18.5			15.6			2.9		18.6
Total operating expenses		1,714.7			1,423.6			291.1		20.4
Operating income		503.8			259.6			244.2		94.1
Investment income, interest expense and other expense, net		(20.5	)		(16.5	)		(4.0	)	(24.2	)
Income before income taxes		483.3			243.2			240.1		98.7
Income tax provision		95.7			37.8			57.9		153.2
Net income		387.7			205.3			182.4		88.8
Less: Net income attributable to the non-controlling interest in VMware, Inc.		(15.0	)		(11.3	)		(3.7	)	(32.7	)
Net income attributable to EMC Corporation	$	372.7		$	194.1		$	178.6		92.0	%

(1) Amount includes corporate reconciling items of $66.1 and $44.8 for the three months ended March 31, 2010 and 2009, respectively.

(2) Amount includes corporate reconciling items of $125.0 and $85.2 for the three months ended March 31, 2010 and 2009, respectively.

Gross Margins

Overall, our gross margin percentages were 57.0% and 53.4% for the three months ended March 31, 2010 and 2009, respectively. The increase in the gross margin percentage in the first quarter of 2010 compared to the first quarter of 2009 was attributable to the Information Storage segment, which increased overall gross margins by 232 basis points, the VMware Virtual Infrastructure segment, which increased overall gross margins by 124 basis points, and the Content Management and Archiving segment, which increased overall gross margins by 29 basis points. These increases were partially offset by gross margin declines in the RSA Information Security segment, which decreased overall gross margins by 1 basis point. The increase in corporate reconciling items, consisting of stock-based compensation, acquisition-related intangible asset amortization and transition costs, decreased the consolidated gross margin percentage by 24 basis points.

For segment reporting purposes, stock-based compensation, acquisition-related intangible asset amortization and transition costs are recognized as corporate expenses and are not allocated among our various operating segments. The increase of $8.2 in the

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

corporate reconciling items for the quarter ended March 31, 2010 was attributable to a $6.9 increase in stock-based compensation expense and a $1.6 increase in intangible asset amortization expense, partially offset by a $0.3 decrease in transition costs. The transition costs represent the incremental costs incurred to transform our current cost structure to a more streamlined cost structure.

The gross margin percentages for the Information Storage segment were 52.0% and 47.8% for the three months ended March 31, 2010 and 2009, respectively. The increase in the gross margin percentage for the three months ended March 31, 2010 compared to the same period in 2009 was primarily attributable to improved product gross margins. Improvements in the mix to higher margin product revenues, partially attributable to the acquisition of Data Domain in the third quarter of 2009, increased sales volume and an improved cost structure contributed to the improved product gross margins.

The gross margin percentages for the Content Management and Archiving segment were 64.5% and 58.9% for the three months ended March 31, 2010 and 2009, respectively. The increase in the gross margin percentage for the three months ended March 31, 2010 compared to the same period in 2009 was primarily attributable to an increase in the mix of product revenues as a percentage of total segment revenues. Product revenues as a percentage of total revenues increased to 35.7% for the three months ended March 31, 2010 from 33.7% for the three months ended March 31, 2009.

The gross margin percentages for the RSA Information Security segment were 67.6% and 69.4% for the three months ended March 31, 2010 and 2009, respectively. The decrease in the gross margin percentage for the three months ended March 31, 2010 compared to the same period in 2009 was attributable to lower margins for both product and services. Product margins declined due to a shift in the product mix resulting in a greater portion of product revenues containing systems which have a lower gross margin. Service margins declined due to a greater proportion of professional services revenues, which have a lower margin than maintenance revenues.

The gross margin percentages for the VMware Virtual Infrastructure segment were 84.9% and 85.9% for the three months ended March 31, 2010 and 2009, respectively. The decrease in the gross margin percentage for the three months ended March 31, 2010 compared to the same period in 2009 was primarily attributable to a decrease in the mix of license revenues as a percentage of total segment revenues. License revenues as a percentage of total revenues decreased to 49.4% for the quarter ended March 31, 2010 from 54.7% for the quarter ended March 31, 2009. License revenues generally provide a higher gross margin percentage than services revenues.

Research and Development

As a percentage of revenues, R&D expenses were 11.2% and 12.2% for the first quarters of 2010 and 2009, respectively. R&D expenses increased $51.6 for the three months ended March 31, 2010 compared to the same period in 2009 primarily due to an increase in personnel-related costs, depreciation expense and travel costs, partially offset by greater levels of software capitalization and a decrease in the cost of materials to support new product development. Personnel-related costs increased by $54.0, depreciation expense increased by $3.4 and travel-related costs increased by $2.5. Capitalized software development costs, which reduce R&D expense, increased by $5.5 and the cost of materials to support new product development decreased by $2.8.

Corporate reconciling items within R&D, which consist of stock-based compensation, intangible asset amortization and transition costs, increased $21.3 to $66.1 for the three months ended March 31, 2010 when compared to the same period in 2009. Stock-based compensation expense increased $18.6, intangible asset amortization increased $1.4 and transition costs increased by $1.3 for the three months ended March 31, 2010. Stock-based compensation expense increased primarily due to options related to the Data Domain acquisition, which was consummated in the third quarter of 2009. For segment reporting purposes, corporate reconciling items are not allocated to our various operating segments.

R&D expenses within EMC’s Information Infrastructure business, as a percentage of EMC’s Information Infrastructure business revenues, were 8.2% and 9.6% for the three months ended March 31, 2010 and 2009, respectively. R&D expenses increased $9.3 primarily due to increases in personnel-related costs, depreciation and travel costs. Personnel-related costs increased by $20.6, depreciation increased by $5.3 and the cost of travel increased by $1.9. Partially offsetting these increased costs was an increase in capitalized software development costs of $13.6, which reduce R&D expense, and a decrease in the costs of materials to support new product development of $2.9.

R&D expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 16.1% and 17.2% for the three months ended March 31, 2010 and 2009, respectively. R&D expenses increased $21.1 for the three months

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

ended March 31, 2010 compared to the same period in 2009 primarily due to the decrease of capitalized software development costs by $8.1, which reduce R&D expense. The decrease in capitalized software development costs in the first quarter of 2010 as compared with the first quarter of 2009 was primarily the result of lower costs capitalized on products that build on the VMware vSphere foundation in the first quarter of 2010, as compared with the more significant costs capitalized for VMware vSphere in the first quarter of 2009. VMware vSphere had reached technological feasibility and costs were capitalized for this product during the first quarter of 2009.

Selling, General and Administrative

SG&A expenses, as a percentage of revenues, were 32.4% and 32.5% for the three months ended March 31, 2010 and 2009, respectively. SG&A expenses increased by $236.5 for the three months ended March 31, 2010 compared to the same period in 2009 primarily due to increases in personnel-related costs, commissions, travel costs, cost of facilities, depreciation expense and professional services related costs. Personnel-related costs increased by $118.9, commissions increased by $43.5, travel costs increased by $17.6, cost of facilities increased by $14.7, depreciation expense increased by $13.4 and professional services related costs increased by $11.9.

EMC’s corporate reconciling items within SG&A, which consist of stock-based compensation, intangible asset amortization and transition costs, increased $39.8 to $125.0 for the three months ended March 31, 2010 when compared to the same period in 2009. Stock-based compensation expense increased $28.3, intangible asset amortization increased $7.4 and transition costs increased by $4.1 for the three months ended March 31, 2010. Stock-based compensation expense increased primarily due to options related to the Data Domain acquisition, which was consummated in the third quarter of 2009. For segment reporting purposes, corporate reconciling items are not allocated to our various operating segments.

As a percentage of EMC’s Information Infrastructure revenues, SG&A expenses within EMC’s Information Infrastructure business were 27.0% and 28.4% for the three months ended March 31, 2010 and 2009, respectively. SG&A expenses increased by $118.5 in the first quarter of 2010 when compared to the same period of 2009 primarily due to increases in personnel-related costs, commissions, cost of facilities, travel costs, business development costs and professional services related costs. Personnel-related costs increased by $51.2, commissions increased by $22.7, cost of facilities increased by $10.4, travel costs increased by $13.1 and professional services related costs increased by $6.8.

SG&A expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 40.7% and 38.0% for the three months ended March 31, 2010 and 2009, respectively. SG&A expenses increased $78.3 for the three months ended March 31, 2010 compared with the same period in 2009 primarily due to commission expense on higher sales volume and increased salaries and benefits expenses resulting from incremental head count added to support the sales and marketing function. Also contributing was increased spending on sales and marketing systems infrastructures and marketing programs. Personnel-related costs increased by $35.3 and commissions increased by $20.8.

Restructuring and Acquisition-Related Charges

For the three months ended March 31, 2010, we incurred restructuring and acquisition-related charges of $18.5 compared to $15.6 of restructuring charges for the three months ended March 31, 2009. For the three months ended March 31, 2010, we incurred $17.0 of restructuring charges, primarily related to our 2008 restructuring program and $1.5 of charges in connection with acquisitions for financial advisory, legal and accounting services.

Investment Income

Investment income was $31.5 and $39.8 for the three months ended March 31, 2010 and 2009, respectively. Investment income decreased for the three months ended March 31, 2010 compared to the same period in 2009 primarily due to lower weighted average returns on investments. The weighted average return on investments, excluding realized losses and gains, was 1.2% and 1.8% for the first quarters of 2010 and 2009, respectively. Net realized gains were $2.0 and $6.5 for the three months ended March 31, 2010 and 2009, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

Interest Expense

Interest expense was $43.0 and $45.5 for the three months ended March 31, 2010 and 2009, respectively. Interest expense consists primarily of interest on the Notes. Included in interest expense are non-cash interest charges of $25.9 and $26.3 for the three months ended March 31, 2010 and 2009, respectively, as we are accreting our Notes to their stated values over their term.

Other Expense, Net

Other expense, net remained relatively consistent at $9.0 and $10.8 for the three months ended March 31, 2010 and 2009, respectively.

Provision for Income Taxes

Our effective income tax rates were 19.8% and 15.6% for the three months ended March 31, 2010 and 2009, respectively. The effective income tax rate is based upon the estimated income for the year, the composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for the potential tax consequences, benefits or resolutions of tax audits or other tax contingencies. For the three months ended March 31, 2010 and 2009, the effective tax rate varied from the statutory tax rate principally as a result of the mix of income attributable to foreign versus domestic jurisdictions. Our aggregate income tax rate in foreign jurisdictions is lower than our income tax rate in the United States. The increase in the effective tax rate in 2010 compared to 2009 was primarily attributable to the expiration of the U.S. federal research and development tax credit for 2010.

We have substantially concluded all U.S. federal income tax matters for years through 2006 and are currently under audit for U.S. federal income taxes for 2007 and 2008. We also have income tax audits in process in numerous state, local and international jurisdictions. Based on the timing and outcome of examinations of EMC, the result of the expiration of statutes of limitations for specific jurisdictions or the timing and result of ruling requests from taxing authorities, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in our statement of financial position. We anticipate that several of these audits may be finalized within the next 12 months. Based on the status of these examinations, and the protocol of finalizing such audits, it is not possible to estimate the impact of the amount of such changes, if any, to our previously recorded uncertain tax positions.

Non-controlling Interest in VMware, Inc.

The net income attributable to the non-controlling interest in VMware was $15.0 and $11.3 for the three months ended March 31, 2010 and 2009, respectively. The $3.7 increase was due to an increase in VMware’s net income and an increase in the weighted average percentage ownership by the non-controlling interest in VMware. VMware’s net income was $78.4 and $69.9 for the three months ended March 31, 2010 and 2009, respectively. The weighted average non-controlling interest in VMware was approximately 19% and 16% for the three months ended March 31, 2010 and 2009, respectively. In the first quarter of 2010, we announced a stock purchase program of VMware’s Class A Common Stock to maintain an approximately 80% majority ownership in VMware over the long term.

Financial Condition

Cash provided by operating activities was $1,317.3 and $863.7 for the three months ended March 31, 2010 and 2009, respectively. Cash received from customers was $4,615.0 and $3,860.2 for the three months ended March 31, 2010 and 2009, respectively. The increase in cash received from customers was attributable to an increase in sales volume and higher cash proceeds from the sale of maintenance contracts, which are typically billed and paid in advance of services being rendered. Cash paid to suppliers and employees was $3,213.9 and $2,877.4 for the three months ended March 31, 2010 and 2009, respectively. The increase was primarily attributable to a general growth in the business to support the increased revenue base. Cash received from dividends and interest declined to $26.6 for the quarter ended March 31, 2010 compared with $46.7 for the quarter ended March 31, 2009, due to lower yields on our investments. For the quarters ended March 31, 2010 and 2009, we paid $105.7 and $161.8, respectively, in income taxes. These payments are comprised of estimated taxes for the current year, extension payments for the prior year and refunds or payments associated with income tax filings and tax audits.

Cash used in investing activities was $1,323.7 and $292.3 for the three months ended March 31, 2010 and 2009, respectively. Cash used for acquisitions, strategic and other related investments were $293.5 and $2.0 for the three months ended March 31,

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

2010 and 2009, respectively. Capital additions were $114.0 and $95.3 for the three months ended March 31, 2010 and 2009, respectively. The higher level of capital additions was primarily attributable to an increase of spending to support the growth of the business. Capitalized software development costs were $93.2 and $87.6 for the three months ended March 31, 2010 and 2009, respectively. The increase was primarily attributable to EMC Information Infrastructure’s efforts on its software development activities, partially offset by the decrease in capitalized software costs within our VMware Virtual Infrastructure segment. Net purchases of investments were $806.4 and $108.4 for the three months ended March 31, 2010 and 2009, respectively. This activity varies from period to period based upon our cash collections, cash requirements and maturity dates of our investments.

Cash used in financing activities was $33.0 and $69.5 for the three months ended March 31, 2010 and 2009, respectively. For the three months ended March 31, 2010, we spent $176.3 to repurchase 10.3 million shares of our common stock and $99.5 to purchase 1.9 million shares of VMware’s common stock. Additionally, VMware spent $31.3 to repurchase 0.6 million shares of its common stock. We generated $240.1 and $13.1 during the three months ended March 31, 2010 and 2009, respectively, from the exercise of stock options.

We have a credit line of $50.0 in the United States. As of March 31, 2010, we had no borrowings outstanding on the line of credit. The credit line bears interest at the bank’s base rate and requires us, upon utilization of the credit line, to meet certain financial covenants with respect to limitations on losses. In the event the covenants are not met, the lender may require us to provide collateral to secure the outstanding balance. At March 31, 2010, we were in compliance with the covenants. As of March 31, 2010, the aggregate amount of liabilities of our subsidiaries was approximately $4,091.8.

At March 31, 2010, our total cash, cash equivalents, and short-term and long-term investments were $10,152.8. This balance includes approximately $2,756.5 held by VMware and $2,873.1 held by EMC in overseas entities.

29

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk affecting us, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K filed with the SEC on February 26, 2010. Our exposure to market risks has not changed materially from that set forth in our Annual Report.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are involved in a variety of claims, demands, suits, investigations, and proceedings, including those identified below, that arise from time to time relating to matters incidental to the ordinary course of our business, including actions with respect to contracts, intellectual property, product liability, employment, benefits and securities matters. As required by authoritative guidance, we have estimated the amount of probable losses that may result from any such pending matters, and such amounts are reflected in our consolidated financial statements. We have disclosed the specific amount recorded for a particular matter where required by authoritative guidance. Because litigation is inherently unpredictable, however, the actual amounts of loss may prove to be larger or smaller than the amounts reflected in our consolidated financial statements, and we could incur judgments or enter into settlements of claims that could adversely affect our operating results or cash flows in a particular period.

United States ex rel. Rille and Roberts v. EMC Corporation. Effective as of May 4, 2010, EMC entered into a settlement agreement (the “Agreement”) with the United States of America, acting through the Civil Division of the United States Department of Justice (the “DoJ”). The Agreement relates to a previously disclosed “qui tam” action that followed an investigation conducted by the DoJ regarding (i) EMC’s fee arrangements with systems integrators and other partners in federal government transactions, and (ii) EMC’s compliance with the terms and conditions of certain agreements pursuant to which we sold products and services to the federal government, primarily a schedule agreement we entered into with the General Services Administration in November 1999. Pursuant to the Agreement, EMC will pay the United States $87.5 million. In consideration of this payment, the United States has agreed to release EMC with respect to the matters investigated and the claims alleged by the DoJ in the civil action. As set forth in the Agreement, EMC expressly denies any liability or wrongdoing in connection with such matters and claims, and the settlement represents a compromise to avoid the costs, distraction, and uncertainty of continued litigation. As previously disclosed, EMC recorded an $87.5 million accrual for this contingency as of December 31, 2009.

Derivative Demand Letters. We have received derivative demand letters sent on behalf of purported EMC shareholders. The letters contain allegations to the effect that the existence of the matter captioned United States ex rel. Rille and Roberts v. EMC Corporation serves as evidence that certain Company officers and directors failed to exercise due care and/or failed to oversee compliance with the laws identified in the Roberts matter. The matters relating to the demand letters were referred to a Special Committee of independent directors of the Board of Directors, which investigated and made a determination regarding such allegations. At the conclusion of their investigation, the Special Committee determined in good faith that commencing or maintaining derivative proceedings based on the allegations would not be in the best interests of EMC. In October 2009, one of the purported shareholders filed a complaint in the Superior Court for Middlesex County in Massachusetts alleging claims for breach of fiduciary duty against EMC directors and certain officers based on the same allegations set forth in the demand letter. We are defending this matter vigorously.

Item 1A. RISK FACTORS

The risk factors that appear below could materially affect our business, financial condition and results of operations. This description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. The risks and uncertainties described below are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies.

Our business could be materially adversely affected as a result of general economic and market conditions, including the current economic crisis.

We are subject to the effects of general global economic and market conditions. If these conditions remain uncertain or persist, spread or deteriorate further, our business, results of operations or financial condition could be materially adversely affected. In addition, the financial crisis in the banking sector and financial markets have resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit and equity markets. Possible consequences from the financial crisis on our business, including insolvency of key suppliers resulting in product delays, inability of customers to obtain credit to finance purchases of our products, customer insolvencies, increased risk that customers may delay payments, fail to pay or default on credit extended to them, and counterparty failures negatively impacting our treasury operations, could have a material adverse effect on our results of operations or financial condition.

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Our business could be materially adversely affected as a result of a lessening demand in the information technology market.

Our revenue and profitability depend on the overall demand for our products and services. Delays or reductions in IT spending, domestically or internationally, could materially adversely affect demand for our products and services which could result in decreased revenues or earnings.

Our customers operate in a variety of markets, including the financial services, credit and housing, automotive and construction markets. Any adverse effects to such markets could materially adversely affect demand for our products and services which could result in decreased revenues or earnings.

Competitive pricing, sales volume, mix and component costs could materially adversely affect our revenues, gross margins and earnings.

Our gross margins are impacted by a variety of factors, including competitive pricing, component and product design costs as well as the volume and relative mixture of product and services revenues. Increased component costs, increased pricing pressures, the relative and varying rates of increases or decreases in component costs and product price, changes in product and services revenue mixture or decreased volume could have a material adverse effect on our revenues, gross margins or earnings.

The costs of third-party components comprise a significant portion of our product costs. While we generally have been able to manage our component and product design costs, we may have difficulty managing such costs if supplies of certain components become limited or component prices increase. Any such limitation could result in an increase in our component costs. An increase in component or design costs relative to our product prices could have a material adverse effect on our gross margins and earnings. Moreover, certain competitors may have advantages due to vertical integration of their supply chain, which may include disk drives, microprocessors, memory components and servers.

The markets in which we do business are highly competitive, and we may encounter aggressive price competition for all of our products and services from numerous companies globally. There also has been and may continue to be a willingness on the part of certain competitors to reduce prices or provide information infrastructure and virtual infrastructure products or services, together with other IT products or services, at minimal or no additional cost in order to preserve or gain market share. Such price competition may result in pressure on our product and service prices, and reductions in product and service prices may have a material adverse effect on our revenues, gross margins and earnings. We currently believe that pricing pressures will continue.

If our suppliers are not able to meet our requirements, we could have decreased revenues and earnings.

We purchase or license many sophisticated components and products from one or a limited number of qualified suppliers, including some of our competitors. These components and products include disk drives, high density memory components, power supplies and software developed and maintained by third parties. We have experienced delivery delays from time to time because of high industry demand or the inability of some vendors to consistently meet our quality or delivery requirements. If any of our suppliers were to cancel or materially change contracts or commitments with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, be unable to develop or sell certain products cost-effectively or on a timely basis, if at all, and have significantly decreased quarterly revenues and earnings, which would have a material adverse effect on our business, results of operations and financial condition. Additionally, we periodically transition our product line to incorporate new technologies. The importance of transitioning our customers smoothly to new technologies, along with our historically uneven pattern of quarterly sales, intensifies the risk that the failure of a supplier to meet our quality or delivery requirements will have a material adverse impact on our revenues and earnings. The current economic crisis may also negatively affect our suppliers’ solvency, which could, in turn, result in product delays or otherwise materially adversely affect our business, results of operations or financial condition.

Our financial performance may be impacted by the financial performance of VMware.

Because we consolidate VMware’s financial results in our results of operations, our financial performance will be impacted by the financial performance of VMware. VMware’s financial performance may be affected by a number of factors, including, but not limited to:

• general economic conditions in their domestic and international markets;

• fluctuations in demand, adoption rates, sales cycles and pricing levels for VMware’s products and services;

• fluctuations in foreign currency exchange rates;

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• changes in customers’ budgets for information technology purchases and in the timing of their purchasing decisions;

• VMware’s ability to compete with existing or increased competition;

• the timing of recognizing revenues in any given quarter, which, as a result of software revenue recognition policies, can be affected by a number of factors, including product announcements and beta programs;

• the sale of VMware’s products in the timeframes anticipated, including the number and size of orders in each quarter;

• VMware’s ability to develop, introduce and ship in a timely manner new products and product enhancements that meet customer demand, certification requirements and technical requirements;

• the timing of the announcement or release of upgrades or new products by VMware or by its competitors;

• VMware’s ability to maintain scalable internal systems for reporting, order processing, license fulfillment, product delivery, purchasing, billing and general accounting, among other functions;

• VMware’s ability to control costs, including its operating expenses;

• changes to VMware’s effective tax rate;

• the increasing scale of VMware’s business and its effect on VMware’s ability to maintain historical rates of growth;

• VMware’s ability to attract and retain highly skilled employees, particularly those with relevant experience in software development and sales;

• VMware’s ability to conform to emerging industry standards and to technological developments by its competitors and customers;

• renewal rates for enterprise license agreements, or ELA’s, held by VMware’s customers as original ELA terms expire;

• the timing and amount of capitalized software development costs beginning when technological feasibility has been established and ending when the product is available for general release; and

• the recoverability of benefits from goodwill and intangible assets and the potential impairment of these assets.

Our stock price is volatile and may be affected by the trading price of VMware Class A common stock and/or speculation about the possibility of future actions we might take in connection with our VMware stock ownership.

Our stock price, like that of other technology companies, is subject to significant volatility because of factors such as:

• the announcement of acquisitions, new products, services or technological innovations by us or our competitors;

• quarterly variations in our operating results;

• changes in revenue or earnings estimates by the investment community; and

• speculation in the press or investment community.

The trading price of our common stock has been and likely will continue to be affected by various factors related to VMware, including:

• the trading price for VMware Class A common stock;

• actions taken or statements made by us, VMware, or others concerning the potential separation of VMware from us, including by spin-off, split-off or sale; and

• factors impacting the financial performance of VMware, including those discussed in the prior risk factor.

In addition, although we own a majority of VMware and consolidate their results, our stock price may not reflect our pro rata ownership interest of VMware.

We may be unable to keep pace with rapid industry, technological and market changes.

The markets in which we compete are characterized by rapid technological change, frequent new product introductions, evolving industry standards and changing needs of customers. There can be no assurance that our existing products will be properly positioned in the market or that we will be able to introduce new or enhanced products into the market on a timely basis, or at all.

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We spend a considerable amount of money on research and development and introduce new products from time to time. There can be no assurance that enhancements to existing products and solutions or new products and solutions will receive customer acceptance. As competition in the IT industry increases, it may become increasingly difficult for us to maintain a technological advantage and to leverage that advantage toward increased revenues and profits.

Risks associated with the development and introduction of new products include delays in development and changes in data storage, networking virtualization, infrastructure management, information security and operating system technologies which could require us to modify existing products. Risks inherent in the transition to new products include:

• the difficulty in forecasting customer preferences or demand accurately;

• the inability to expand production capacity to meet demand for new products;

• the impact of customers’ demand for new products on the products being replaced, thereby causing a decline in sales of existing products and an excessive, obsolete supply of inventory; and

• delays in initial shipments of new products.

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

The markets we serve are highly competitive and we may be unable to compete effectively.

We compete with many companies in the markets we serve, certain of which offer a broad spectrum of IT products and services and others which offer specific information storage, content management, security or virtualization products or services. Some of these companies (whether independently or by establishing alliances) may have substantially greater financial, marketing and technological resources, larger distribution capabilities, earlier access to customers and greater opportunity to address customers’ various IT requirements than us. In addition, as the IT industry consolidates, companies may improve their competitive position and ability to compete against us. We compete on the basis of our products’ features, performance and price as well as our services. Our failure to compete on any of these bases could affect demand for our products or services, which could have a material adverse effect on our business, results of operations or financial condition.

Companies may develop new technologies or products in advance of us or establish business models or technologies disruptive to us. Our business may be materially adversely affected by the announcement or introduction of new products, including hardware and software products and services by our competitors, and the implementation of effective marketing or sales strategies by our competitors. The material adverse effect to our business could include a decrease in demand for our products and services and an increase in the length of our sales cycle due to customers taking longer to compare products and services and to complete their purchases.

We may have difficulty managing operations.

Our future operating results will depend on our overall ability to manage operations, which includes, among other things:

• retaining and hiring, as required, the appropriate number of qualified employees;

• managing, protecting and enhancing, as appropriate, our infrastructure, including but not limited to, our information systems and internal controls;

• accurately forecasting revenues;

• training our sales force to sell more software and services;

• successfully integrating new acquisitions;

• managing inventory levels, including minimizing excess and obsolete inventory, while maintaining sufficient inventory to meet customer demands;

• controlling expenses;

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• managing our manufacturing capacity, real estate facilities and other assets; and

• executing on our plans.

An unexpected decline in revenues without a corresponding and timely reduction in expenses or a failure to manage other aspects of our operations could have a material adverse effect on our business, results of operations or financial condition.

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

We held $3.9 billion in short and long-term investments as of March 31, 2010. The investments are invested primarily in investment grade debt securities, and we limit the amount of investment with any one issuer. A further deterioration in the economy, including a continuing credit crisis, increased defaults by issuers, or significant volatility in interest rates, could cause the investments to decline in value or could impact the liquidity of the portfolio. If market conditions deteriorate significantly, our results of operations or financial condition could be materially adversely affected.

Our business may suffer if we are unable to retain or attract key personnel.

Our business depends to a significant extent on the continued service of senior management and other key employees, the development of additional management personnel and the hiring of new qualified employees. There can be no assurance that we will be successful in retaining existing personnel or recruiting new personnel. The loss of one or more key or other employees, our inability to attract additional qualified employees or the delay in hiring key personnel could have a material adverse effect on our business, results of operations or financial condition.

Our quarterly revenues and earnings could be materially adversely affected by uneven sales patterns and changing purchasing behaviors.

Our quarterly sales have historically reflected an uneven pattern in which a disproportionate percentage of a quarter’s total sales occur in the last month and weeks and days of each quarter. This pattern makes prediction of revenues, earnings and working capital for each financial period especially difficult and uncertain and increases the risk of unanticipated variations in quarterly results and financial condition. We believe this uneven sales pattern is a result of many factors including:

• the relative dollar amount of our product and services offerings in relation to many of our customers’ budgets, resulting in long lead times for customers’ budgetary approval, which tends to be given late in a quarter;

• the tendency of customers to wait until late in a quarter to commit to purchase in the hope of obtaining more favorable pricing from one or more competitors seeking their business;

• the fourth quarter influence of customers’ spending their remaining capital budget authorization prior to new budget constraints in the first nine months of the following year; and

• seasonal influences.

Our uneven sales pattern also makes it extremely difficult to predict near-term demand and adjust manufacturing capacity or our supply chain accordingly. If predicted demand is substantially greater than orders, there will be excess inventory. Alternatively, if orders substantially exceed predicted demand, the ability to assemble, test and ship orders received in the last weeks and days of each quarter may be limited, which could materially adversely affect quarterly revenues and earnings.

In addition, our revenues in any quarter are substantially dependent on orders booked and shipped in that quarter and our backlog at any particular time is not necessarily indicative of future sales levels. This is because:

• we assemble our products on the basis of our forecast of near-term demand and maintain inventory in advance of receipt of firm orders from customers;

• we generally ship products shortly after receipt of the order; and

• customers may generally reschedule or cancel orders with little or no penalty.

Loss of infrastructure, due to factors such as an information systems failure, loss of public utilities, natural disasters or extreme weather conditions, could impact our ability to ship products in a timely manner. Delays in product shipping or an unexpected decline in revenues without a corresponding and timely slowdown in expenses, could intensify the impact of these factors on our business, results of operations and financial condition.

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In addition, unanticipated changes in our customers’ purchasing behaviors such as customers taking longer to negotiate and complete their purchases or making smaller, incremental purchases based on their current needs, also make the prediction of revenues, earnings and working capital for each financial period difficult and uncertain and increase the risk of unanticipated variations in our quarterly results and financial condition.

Risks associated with our distribution channels may materially adversely affect our financial results.

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

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

Due to the international nature of our business, changes in foreign conditions or other factors could impair our international operations, future revenue or financial condition.

A substantial portion of our revenues is derived from sales outside the United States. In addition, a substantial portion of our products is manufactured outside of the United States. Accordingly, our future results could be materially adversely affected by a variety of factors, including changes in foreign currency exchange rates, changes in a specific country’s or region’s political or economic conditions, trade restrictions, import or export licensing requirements, the overlap of different tax structures or changes in international tax laws, changes in regulatory requirements, compliance with a variety of foreign laws and regulations and longer payment cycles in certain countries. In addition, we hold a significant portion of our cash and investments in our international subsidiaries. Potential regulations could impact our ability to transfer the cash and investments to the United States. Additionally, should we desire to repatriate cash, we may incur a significant tax obligation.

We operate a Venezuelan sales subsidiary in which the Bolivar is the functional currency. Due to limitations in accessing the dollar at the official exchange rate, we have utilized the parallel exchange rate available in the country to translate the foreign currency denominated balance sheet. Our operations in Venezuela include U.S. dollar-denominated assets and liabilities which we remeasure to Bolivars. The remeasurement may result in transaction gains or losses. We have used either the official exchange rate or the parallel exchange rate to remeasure these balances based upon the expected rate at which we believe the items will be settled. As a result of continued hyper-inflation in Venezuela, effective in 2010, we have modified the functional currency to be the U.S. dollar. As a result of this change, Bolivar-denominated transactions will be subject to exchange gains and losses that may impact our earnings. While we do not believe this change will have a material impact on our financial position, results of operations or cash flows, these items could be adversely affected if there is a significant change in exchange rates.

Undetected problems in our products could directly impair our financial results.

If flaws in design, production, assembly or testing of our products (by us or our suppliers) were to occur, we could experience a rate of failure in our products that would result in substantial repair, replacement or service costs and potential damage to our reputation. Continued improvement in manufacturing capabilities, control of material and manufacturing quality and costs and product testing are critical factors in our future growth. There can be no assurance that our efforts to monitor, develop, modify and implement appropriate test and manufacturing processes for our products will be sufficient to permit us to avoid a rate of failure in our products that results in substantial delays in shipment, significant repair or replacement costs or potential damage to our reputation, any of which could have a material adverse effect on our business, results of operations or financial condition.

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

We have alliances with leading information technology companies and we plan to continue our strategy of developing key alliances in order to expand our reach into markets. There can be no assurance that we will be successful in our ongoing strategic alliances or that we will be able to find further suitable business relationships as we develop new products and strategies. Any failure to continue or expand such relationships could have a material adverse effect on our business, results of operations or financial condition.

There can be no assurance that companies with which we have strategic alliances, certain of which have substantially greater financial, marketing or technological resources than us, will not develop or market products in competition with us in the future, discontinue their alliances with us or form alliances with our competitors.

Our business may suffer if we cannot protect our intellectual property.

We generally rely upon patent, copyright, trademark and trade secret laws and contract rights in the United States and in other countries to establish and maintain our proprietary rights in our technology and products. However, there can be no assurance that any of our proprietary rights will not be challenged, invalidated or circumvented. In addition, the laws of certain countries do not protect our proprietary rights to the same extent as do the laws of the United States. Therefore, there can be no assurance that we will be able to adequately protect our proprietary technology against unauthorized third-party copying or use, which could adversely affect our competitive position. Further, there can be no assurance that we will be able to obtain licenses to any technology that we may require to conduct our business or that, if obtainable, such technology can be licensed at a reasonable cost.

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

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including patent, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, there can be no assurance that the results of any of these actions will not have a material adverse effect on our business, results of operations or financial condition.

We may have exposure to additional income tax liabilities.

As a multinational corporation, we are subject to income taxes in both the United States and various foreign jurisdictions. Our domestic and international tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and the timing of recognizing revenues and expenses. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file and changes to tax laws. From time to time, we are subject to income tax audits. While we believe we have complied with all applicable income tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes. Should we be assessed with additional taxes, there could be a material adverse effect on our results of operations or financial condition.

The renewal of the U.S. research and development tax credit which benefited our tax rate in 2009 is uncertain from year to year. It currently is repealed for 2010.

In January 2010, the IRS announced its intent to require certain taxpayers to disclose uncertain tax positions (UTPs) on a new schedule as a part of their federal tax returns. The schedule will require annual disclosure of some UTPs in the form of a concise description of those positions and the maximum exposure attributable to each position. If implemented, such proposal could increase the amount of taxes paid.

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In February 2010, President Obama, as part of the Administration’s FY 2011 budget, proposed changing certain of the U.S. tax rules for U.S. corporations doing business outside the United States. The proposed changes include limiting the ability of U.S. corporations to deduct certain expenses attributable to offshore earnings, modifying the foreign tax credit rules and taxing currently certain transfers of intangibles offshore. Although the scope of the proposed changes is unclear, it is possible that these or other changes in the U.S. tax laws could increase the Company’s effective tax rate and adversely affect our profitability.

Changes in regulations could materially adversely affect us.

Our business, results of operations or financial condition could be materially adversely affected if laws, regulations or standards relating to us or our products are newly implemented or changed. In addition, our compliance with existing regulations may have a material adverse impact on us. Under applicable federal securities laws, including the Sarbanes-Oxley Act of 2002, we are required to evaluate and determine the effectiveness of our internal control structure and procedures for financial reporting. Should we or our independent auditors determine that we have material weaknesses in our internal controls, our results of operations or financial condition may be materially adversely affected or our stock price may decline. In March 2010, President Obama signed into law a comprehensive health care reform package. We cannot currently determine the impact that such legislation could have on our business, results of operations or financial condition.

Changes in generally accepted accounting principles may adversely affect us.

From time to time, the Financial Accounting Standards Board (“FASB”) promulgates new accounting principles that could have a material adverse impact on our results of operations or financial condition. The FASB is currently contemplating a number of new accounting pronouncements which, if approved, could materially change our reported results. Such changes could have a material adverse impact on our results of operations and financial position.

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

As part of our business strategy, we seek to acquire businesses that offer complementary products, services or technologies. These acquisitions are accompanied by the risks commonly encountered in an acquisition of a business, which may include, among other things:

• the effect of the acquisition on our financial and strategic position and reputation;

• the failure of an acquired business to further our strategies;

• the failure of the acquisition to result in expected benefits, which may include benefits relating to enhanced revenues, technology, human resources, cost savings, operating efficiencies and other synergies;

• the difficulty and cost of integrating the acquired business, including costs and delays in implementing common systems and procedures and costs and delays caused by communication difficulties or geographic distances between the two companies’ sites;

• the assumption of liabilities of the acquired business, including litigation-related liability;

• the potential impairment of acquired assets;

• the lack of experience in new markets, products or technologies or the initial dependence on unfamiliar supply or distribution partners;

• the diversion of our management’s attention from other business concerns;

• the impairment of relationships with customers or suppliers of the acquired business or our customers or suppliers;

• the potential loss of key employees of the acquired company; and

• the potential incompatibility of business cultures.

These factors could have a material adverse effect on our business, results of operations or financial condition. To the extent that we issue shares of our common stock or other rights to purchase our common stock in connection with any future acquisition, existing shareholders may experience dilution. Additionally, regardless of the form of consideration issued, acquisitions could negatively impact our net income and our earnings per share.

In addition to the risks commonly encountered in the acquisition of a business as described above, we may also experience risks relating to the challenges and costs of closing a transaction. Further, the risks described above may be exacerbated as a result of managing multiple acquisitions at the same time.

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We also seek to invest in businesses that offer complementary products, services or technologies. These investments are accompanied by risks similar to those encountered in an acquisition of a business.

Our pension plan assets are subject to market volatility.

We have a noncontributory defined benefit pension plan assumed as part of our Data General acquisition. The plan’s assets are invested in common stocks, bonds and cash. The expected long-term rate of return on the plans’ assets is 8.25%. This rate represents the average of the expected long-term rates of return weighted by the plan’s assets as of December 31, 2009. As of December 31, 2009, the ten-year historical rate of return on plan assets was 2.8%, and the inception to date return on plan assets was 9.7%. In 2009, we experienced a 25.1% gain on plan assets. Given current market conditions, should we not achieve the expected rate of return on our plans’ assets or if our plans experience a decline in the fair value of their assets, we may be required to contribute assets to the plans which could materially adversely affect our results of operations or financial condition.

Our business could be materially adversely affected by changes in regulations or standards regarding energy use of our products.

We continually seek ways to increase the energy efficiency of our products. Recent analyses have estimated the amount of global carbon emissions that are due to information technology products. As a result, governmental and non-governmental organizations have turned their attention to development of regulations and standards to drive technological improvements and reduce such amount of carbon emissions. There is a risk that the rush to development of these standards will not fully address the complexity of the technology developed by the IT industry or will favor certain technological approaches. Depending on the regulations or standards that are ultimately adopted, compliance could adversely affect our business, results of operations or financial condition.

Our business could be materially adversely affected as a result of war or acts of terrorism.

Terrorist acts or acts of war may cause damage or disruption to our employees, facilities, customers, partners, suppliers, distributors and resellers, which could have a material adverse effect on our business, results of operations or financial condition. Such conflicts may also cause damage or disruption to transportation and communication systems and to our ability to manage logistics in such an environment, including receipt of components and distribution of products.

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

ISSUER PURCHASES OF EQUITY SECURITIES IN THE FIRST QUARTER OF 2010

Period	Total Number  of Shares Purchased(1)		Average Price Paid per  Share		Total Number of Shares Purchased as Part of Publicly Announced Plans  or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans  or Programs
January 1, 2010 – January 31, 2010	2,408,892		$	16.87	1,947,800	186,701,802
February 1, 2010 – February 28, 2010	7,818,822		$	16.83	6,595,725	180,106,077
March 1, 2010 – March 31, 2010	1,799,695		$	17.98	1,795,946	178,310,131
Total	12,027,409	(2)	$	17.01	10,339,471	178,310,131

(1) Except as noted in note (2), all shares were purchased in open-market transactions pursuant to our previously announced authorization by our Board of Directors in April 2008 to repurchase 250.0 million shares of our common stock. This repurchase authorization does not have a fixed termination date.

(2) Includes an aggregate of 1,687,938 shares withheld from employees for the payment of taxes.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. RESERVED

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

(a) Exhibits

See index to Exhibits on page 42 of this report.

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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: May 7, 2010	By:	/s/ DAVID I. GOULDEN
		David I. Goulden
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

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EXHIBIT INDEX

3.1	Restated Articles of Organization of EMC Corporation. (1)
3.2	Amended and Restated Bylaws of EMC Corporation. (2)
4.1	Form of Stock Certificate. (3)
10.1	Archer Technologies, LLC 2008 Class B Common Unit Option Plan. (filed herewith)
10.2*	EMC Corporation 2001 Stock Option Plan, as amended April 29, 2010. (filed herewith)
10.3*	EMC Corporation Amended and Restated 2003 Stock Plan, as amended and restated as of April 29, 2010. (filed herewith)
10.4	Settlement Agreement dated as of May 4, 2010, by and between the United States of America, acting through the United States Department of Justice, and EMC Corporation. (filed herewith)
31.1	Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2	Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
101.INS	XBRL Instance Document. (filed herewith)
101.SCH	XBRL Taxonomy Extension Schema. (filed herewith)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase. (filed herewith)
101.DEF	XBRL Taxonomy Extension Definition Linkbase. (filed herewith)
101.LAB	XBRL Taxonomy Extension Label Linkbase. (filed herewith)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase. (filed herewith)

* Identifies an exhibit that is a management contract or compensatory plan or arrangement.

(1) Incorporated by reference to EMC Corporation’s Annual Report on Form 10-K filed February 27, 2009 (No. 1-9853).

(2) Incorporated by reference to EMC Corporation’s Quarterly Report on Form 10-Q filed August 5, 2009 (No. 1-9853).

(3) Incorporated by reference to EMC Corporation’s Annual Report on Form 10-K filed February 29, 2008 (No. 1-9853).

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EX-10.1

Exhibit 10.1

ARCHER TECHNOLOGIES, LLC

2008 CLASS B COMMON UNIT OPTION PLAN

ARTICLE 1

PURPOSES

1.01 General Purpose. The Company desires, by means of this Plan and the granting of Option Units to acquire Class B Common Units in the Company, to provide a means of retaining and securing the best available personnel for the Company, to promote the success of the Company’s business, and to create in such persons an increased interest in, and a greater concern for, the welfare of the Company and its Affiliates.

1.02 Eligible Option Unit Recipients. The persons eligible to receive Option Units are the Employees or Consultants of the Company and its Affiliates.

1.03 Termination of Former Plan. This Plan supercedes and replaces the Archer Technologies, LLC 2003 Class B Membership Unit Option Plan, which has been terminated by the Board of Managers.

ARTICLE 2

DEFINITIONS

2.01 “Affiliate” means any parent company or subsidiary company of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f) (with respect to corporations), respectively, of the Code.

2.02 “Cause” means (a) fraud, embezzlement or gross insubordination on the part of the Participant or breach by the Participant of his or her obligations under any Company policy or procedure; (b) conviction of or the entry of a plea of nolo contendere by the Participant for any felony; (c) a material breach of, or the willful failure or refusal by the Participant to perform and discharge, his or her duties, responsibilities or obligations as an Employee or Consultant; or (d) any act of moral turpitude or willful misconduct by the Participant which (i) is intended to result in substantial personal enrichment of the Participant at the expense of the Company or its Affiliates or (ii) has a material adverse impact on the business or reputation of the Company or its Affiliates; provided, however, that with respect to a Participant who is a party to a written employment or consulting agreement with the Company, which agreement contains a definition of “for cause” or “cause” (or words of like import) for purposes of termination of employment thereunder by the Company, the term “Cause” means “for cause” or “cause” as defined in the most recent of such agreements.

2.03 “Change in Control Event” means any direct or indirect change in the ownership of the Equity Interests (as such term is defined in the Operating Agreement) of the Company if, immediately after giving effect thereto, the persons and their Affiliates owning, directly or indirectly, the Units (as such term is defined in the Operating Agreement) of the Company immediately prior to giving effect thereto shall cease to own, directly or indirectly, in the aggregate, at least 50% of the total issued and outstanding Units (as such term is defined in the Operating Agreement) of the Company (on an As-Converted Basis, as such term is defined in the Operating Agreement).

2.04 “Class B Common Units” means the Class B Common Units of the Company, created under and as defined in the Operating Agreement, and having the powers, rights and privileges given to the holders of the Class B Common Units in the Operating Agreement.

2.05 “Code” means the internal Revenue Code of 1986, as amended.

2.06 “Company” means Archer Technologies, LLC, a Kansas limited liability company.

2.07 “Consultant” means any person, including an advisor, engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or who provides bona fide services to the Company or an Affiliate pursuant to a written agreement.

2.08 “Continuous Service” means that Participant’s service with the Company or an Affiliate, whether as an Employee or Consultant, which is not interrupted or terminated. Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which Participant renders service to the Company or an Affiliate as an Employee or a Consultant, or a change in the entity for which Participant renders such service, provided that there is no interruption or termination of Participant’s Continuous Service. The Plan Administrator, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by the Company, including sick leave, military leave or any other personal leave.

2.09 “Disability” means the inability (as determined in good faith by the Plan Administrator) of such Participant, as a result of incapacity due to physical or mental illness or disability, to perform the duties for which the Participant is employed for six consecutive months or shorter periods aggregating six months during any 12-month period.

2.10 “Effective Date” means the 19^th day of September, 2008.

2.11 “Employee” means any employee of the Company or an Affiliate.

2.12 “Expiration Date” means the 19^th day of September, 2018, the date on which the Plan shall terminate, unless earlier terminated pursuant to Section 8.02 of this Plan.

2.13 “Fair Market Value” means (i) if Company is not publicly traded, the current fair market value of a Class B Common Unit on the Grant Date that the Board acting in good faith determines through the reasonable application of a reasonable valuation method consistent with Section 409A of the Code, or (ii) if the Company is publicly traded, the closing price on the Grant Date for a Class B Common Unit as reported by The Wall Street Journal or if, The Wall Street Journal does not report such closing price, such closing price as reported by a newspaper or trade journal selected by the Board or, if no such closing price is available on such date, such closing price as so reported for the immediately preceding business day on which the Class B Common Units are traded.

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2.14 “Grant Date” means, with respect to an Option Unit, the date such Option Unit is granted to a person by the Plan Administrator pursuant to this Plan.

2.15 “Liquidation Event” shall mean (a) a Change in Control Event, or (b) a sale of all or substantially all of the assets of the Company in a single transaction or in one or more related transactions, or (c) the Company conducts a Qualified Public Offering.

2.16 “Management Committee” means a committee of one or more members appointed by the Board of Managers of the Company in accordance with Section 4.03.

2.17 “Operating Agreement” means the Fourth Amended and Restated Operating Agreement of the Company, dated as of September 19, 2008, by and among the persons executing such agreement and such other persons as may become members in accordance with the terms of such agreement, as the same may be amended or modified from time to time in accordance with its terms.

2.18 “Option Agreement” shall mean a written agreement between the Company and the Participant evidencing the terms and conditions of an individual Option Unit grant. Each Option Agreement shall be subject to the terms and conditions of this Plan.

2.19 “Option Unit” shall mean an opportunity to purchase Class B Common Units granted pursuant to this Plan.

2.20 “Participant” means a person to whom a Option Unit is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option Unit.

2.21 “Plan Administrator” means the Board of Managers of the Company, except as otherwise provided pursuant to Section 4.03.

2.22 “Qualified Public Offering” means the completion of the Company’s sale of its securities in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, in which the net proceeds to the Company are equal to or greater than $25,000,000 (before deduction of underwriters’ commissions and expenses).

2.23 “Securities Act” means the Securities Act of 1933, as amended.

2.24 “Termination Date” means the date on which a Participant’s Continuous Service with the Company or an Affiliate is terminated, whether due to Participant’s death, Disability, voluntary or involuntary termination, with or without cause, or otherwise.

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ARTICLE 3

CLASS B COMMON UNITS SUBJECT TO OPTIONS

3.01 Class B Common Unit Reserve. Subject to Section 3.02 of this Agreement relating to adjustment upon changes in Class B Common Units, the Class B Common Units that may be issued pursuant to Option Units shall not exceed, in the aggregate, 414,893 Class B Common Units. If any Option Unit shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the Class B Common Units not acquired under such Option Unit shall revert to and again become available for issuance under the Plan. The Class B Common Units subject to the Plan may be unissued Class B Common Units or reacquired Class B Common Units.

3.02 Capitalization Adjustments. If any change is made in the Class B Common Units subject to the Plan or subject to any Option Unit, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, combination of Class B Common Units, exchange of Class B Common Units, change in corporate structure or other transaction not involving the receipt of consideration by the Company), (a) Section 3.01 of this Plan will be appropriately adjusted in respect of the class(es) and maximum number of Class B Common Units subject to this Plan, and (b) the outstanding Option Units will be appropriately adjusted in the class(es) and number of Class B Common Units (or other securities) and price per Class B Common Unit (or other securities) subject to such outstanding Option Units. The Plan Administrator shall make such adjustments and its determination shall be final, binding and conclusive.

ARTICLE 4

ADMINISTRATION OF PLAN

4.01 Administration. The Board of Managers of the Company shall serve as the Plan Administrator and administer this Plan unless and until, and then only to the extent that, the Board delegates administration to a Management Committee, as provided in Section 4.03 below; whereupon, except as otherwise provided in Section 4.03, the Management Committee shall be considered the “Plan Administrator” under this Plan, with respect to any duties delegated to it by the Plan Administrator.

4.02 Power of Plan Administrator. The Plan Administrator shall have the power, subject to, and within the limitations of, the express provisions of this Plan:

(a) to determine from time to time which of the persons eligible under this Plan shall be granted Option Units; when and how each Option Unit shall be granted; the provisions of each Option Unit granted (which need not be identical), including the time or times when a person shall be permitted to receive Class B Common Units pursuant to a Option Unit; and the number of Class B Common Units with respect to which an Option Unit shall be granted to each such person;

(b) to establish the time and performance standards for determining the periods during which Option Units shall vest;

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(c) to construe and interpret this Plan and Option Units granted under it, and to establish, amend and revoke rules and regulations for the Plan’s administration. The Plan Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Unit, in a manner and to the extent it shall deem necessary or expedient to make this Plan fully effective;

(d) to amend this Plan or an Option Unit as provided in Article 8; and

(e) to exercise such powers and to perform such acts as the Plan Administrator deems necessary or expedient to promote the best interests of the Company, to the extent not in conflict with the provisions of this Plan.

4.03 Delegation to Management Committee. The Plan Administrator may delegate some or all of the administration of the Plan to a Management Committee consisting of two or more committee members, at least one member of which shall be a member of the Board of Managers. If administration is delegated to a Management Committee, the Management Committee shall have, in connection with the administration of this Plan, the specific powers theretofore possessed by the Plan Administrator and delegated to the Management Committee pursuant to resolutions of the Plan Administrator, not inconsistent with the provisions of this Plan, as may be adopted from time to time by the Plan Administrator. The Plan Administrator may abolish the Management Committee at any time and revert in the Plan Administrator the full administration of the Plan.

4.04 No Liability. The Plan Administrator and any Management Committee appointed by the Plan Administrator shall not be liable for any action or determination made in good faith with respect to any grant of Option Units under this Plan or the interpretation or application of the terms and conditions of this Plan or any Option Unit, or otherwise, with respect to this Plan. The determination of the Plan Administrator on matters referred to in this Article 4 shall be final and conclusive.

ARTICLE 5

ELIGIBILITY

Option Units may be granted only to Employees of the Company or an Affiliate, or a Consultant providing, substantial services to the Company or an Affiliate.

ARTICLE 6

OPTION TERMS

Each Option Unit shall be in such form and shall contain such terms and conditions as the Plan Administrator shall deem appropriate. The provisions of separate Option Units need not be identical, but each Option Unit shall include (through incorporation of provisions of this Plan by reference in the Option Unit or otherwise) the substance of each of the following provisions:

6.01 Term. The “Term” of an Option Unit shall commence on its respective Grant Date and shall expire on September 19, 2018. No Option Unit shall be exercisable after the expiration of its Term.

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6.02 Exercise Price of an Option Unit. The exercise price of each Option Unit shall in no event be less than the Fair Market Value of the Class B Common Units underlying such Option Unit on the date the Option Unit is granted.

6.03 Consideration. The purchase price of Class B Common Units acquired pursuant to a Option Unit shall be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by check at the time the Option Unit is exercised or (b) at the discretion of the Plan Administrator, (i) according to a deferred payment or other similar arrangement with the Company, (ii) by retention of Class B Common Units issuable upon exercise of the Option Unit or surrender to the Company of outstanding Class B Common Units held by the Participant, or (iii) in any other form of legal consideration that may be acceptable to the Plan Administrator. In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.

6.04 Transferability of a Option Unit. No Option Unit shall be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of Participant only by Participant. Notwithstanding the foregoing, a Participant may, by delivering written notice to the Plan Administrator in a form satisfactory to the Plan Administrator, designate a third party who, in the event of the death of Participant, shall thereafter be entitled to exercise the Option Unit.

6.05 Vesting and Exercise of Option Units. The Option Units shall become vested in accordance with such vesting schedules (which need not be the same for all Participants) as may be determined by the Plan Administrator. The Option Units shall not be exercisable in whole or in part except upon a Liquidation Event, in which case, the vested portion of the Option Units shall become exercisable at the effective date of the Liquidation Event, and any outstanding Option Units not exercised in connection with such Liquidation Event shall terminate immediately after such Liquidation Event. The unvested portion of any Option Unit shall terminate and shall not be exercisable upon a Liquidation Event.

6.06 Termination of Continuous Service. Unless otherwise provided in an Option Agreement, in the event Participant’s Continuous Service terminates (other than upon Participant’s death or Disability, or for Cause), Participant may exercise the vested portion of the Option Unit upon any Liquidation Event, but only if such Liquidation Event occurs within the period of time ending on the earlier of (a) the date three months following the Termination Date, or (b) the expiration of the Term of the Option Unit as set forth in Section 6.01. If, after termination of Participant’s Continuous Service, Participant does not, or is unable to (because there has been no Liquidation Event), exercise the Option Unit within the time specified in this Section 6.06, the Option Unit shall terminate and will thereafter not be exercisable.

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6.07 Disability of Participant. Unless otherwise provided in an Option Agreement, in the event that Participant’s Continuous Service terminates as a result of Participant’s Disability, Participant may exercise the vested portion of the Option Unit upon any Liquidation Event, but only if such Liquidation Event occurs within the period of time ending on the earlier of (a) the date 12 months following the Termination Date, or (b) the expiration of the Term of the Option Unit as set forth in Section 6.01. If, after termination of Participant’s Continuous Service, Participant does not, or is unable to (because there has been no Liquidation Event), exercise the Option Unit within the time specified in this Section 6.07, the Option Unit shall terminate and will thereafter not be exercisable.

6.08 Death of Participant. Unless otherwise provided in an Option Agreement, in the event Participant’s Continuous Service terminates as a result of Participant’s death, then the vested portion of the Option Unit may be exercised upon any Liquidation Event by Participant’s estate, by a person who acquired the right to exercise the Option Unit by bequest or inheritance or by a person designated to exercise the Option Unit upon Participant’s death pursuant to Section 6.04, but only if the Liquidation Event occurs within the period ending on the earlier of (a) the date 12 months following the Termination Date, or (b) the expiration of the Term of such Option Unit as set forth in Section 6.01. If, after death, the Option Unit is not exercised, or can not be exercised (because there has been no Liquidation Event) within the time specified in this Section 6.08, the Option Unit shall terminate and will thereafter not be exercisable.

6.09 Termination for Cause. Unless otherwise provided in an Option Agreement, in the event Participant’s Continuous Service is terminated for Cause, then the Option Unit will expire as of the Termination Date in its entirety, whether or not such Option Unit was vested in whole or in part on such Termination Date.

6.10 Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company (other than in connection with a Liquidation Event), all then outstanding Option Units shall terminate immediately prior to such event.

ARTICLE 7

EXERCISE OF OPTION UNIT

Subject to any additional requirements that may be provided by an Option Agreement or the Operating Agreement, and unless otherwise provided by the Plan Administrator, Option Units granted under this Plan shall be exercised by the Participant by the giving of written notice of exercise to the Plan Administrator, such notice to be in the form approved by the Plan Administrator. Unless the Plan Administrator shall otherwise agree in writing, such notice shall be accompanied by (a) the tender of payment of the purchase price for the Class B Common Units to be purchased upon such exercise of the Option Unit, in accordance with the requirements of Section 6.03 of this Plan, and (b) the Option Agreement issued with respect to the Option Unit, which shall be retained by the Plan Administrator. The Plan Administrator may also require a Participant in connection with the exercise of an Option Unit, to execute and deliver to it or to the Company any documents that may be required under the Operating Agreement in connection with the admission of a person as a member of the Company or the transfer of additional Class B Common Units to a person who is already a member of the Company, as may be appropriate to the circumstances. The Plan Administrator shall advise the Participant of any such additional documentation requirements in connection with the exercise of a Option Unit promptly after it has received notice of exercise of the Option Unit. The Plan Administrator may waive any of the foregoing requirements respecting the manner of exercise of Option Units.

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ARTICLE 8

AMENDMENT AND TERMINATION OF THIS PLAN

8.01 Amendment of Plan. The Plan Administrator in its discretion may, from time to time, amend this Plan in any respect without the consent of any Participant; provided, however, no amendment shall be made that will adversely affect the rights under any Option Unit granted before amendment of this Plan without the consent of the holder of such Option Unit.

8.02 Termination or Suspension of Plan. The Plan Administrator may at any time suspend or terminate this Plan except with respect to Option Units then outstanding. This Plan, unless sooner terminated by action of the Plan Administrator, shall terminate at the close of business on the later of the Expiration Date or the date all Option Units outstanding have been exercised or have expired, provided that the provisions of this Plan regarding administration shall remain in effect indefinitely. Option Units may not be granted while this Plan is suspended or after it has been terminated. Rights and obligations under any Option Unit granted while this Plan is in effect shall not be altered or impaired by suspension or termination of this Plan, except upon the consent of the person to whom the Option Unit was granted. The provisions of this Plan regarding administration of this Plan, including the power of the Plan Administrator to construe and administer any Option Units granted prior to the termination or suspension of this Plan, nevertheless shall continue after such termination or during such suspension.

ARTICLE 9

MISCELLANEOUS

9.01 Withholding Taxes. The Company may require, as a condition to the exercise of an Option Unit, that the Company be reimbursed in cash for any taxes required by any government to be withheld or otherwise deducted and paid by the Company in respect of the issuance of the Option Unit or Class B Common Units, or disposition of a Class B Common Unit, or the repurchase by the Company of the Option Unit. In lieu thereof, the Company or any Affiliate thereof which employs the Participant exercising the Option Unit shall have the right to withhold the amount of such taxes from any other sums due or to become due from it to the Participant.

9.02 Member Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Class B Common Units subject to any Option Unit unless and until such Participant has satisfied all requirements for exercise of the Option Unit pursuant to its terms, including becoming a party to the Operating Agreement by executing a counterpart of the Operating Agreement and delivering a copy of the same to the Plan Administrator, and satisfaction of such other conditions as may be required by an Option Agreement or the Operating Agreement.

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9.03 Severability. The invalidity or illegibility of any provision of this Plan shall not be deemed to affect the validity of any other provision.

9.04 No Employment Agreement. This Plan shall not impose any obligation on the Company or any Affiliate to continue the employment, or engagement of, any Participant as an Employee or Consultant, and it shall not impose any obligation on the part of any Participant to remain in the employ of, or as a consultant to, the Company.

9.05 Nonassignable Interest. Except to the extent provided in this Plan, Option Units may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any purported assignment in contravention of this Plan shall be void and of no effect.

9.06 Acceleration of Exercisability and Vesting. The Plan Administrator shall have the power to accelerate the time at which Option Units may vest or the time during which Option Units will be exercisable, notwithstanding the provisions of this Plan or any Option Agreement.

9.07 Securities Laws Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over this Plan such authority as may be required to grant Option Units and to issue and sell Class B Common Units upon exercise of the Option Units; provided, however, that this undertaking shall not require the Company to register under the Securities Act this Plan, any Option Unit or any Class B Common Units, issued or issuable pursuant to any such Option Unit. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Class B Common Units under this Plan, the Company shall be relieved from any liability for failure to issue and sell Class B Common Units upon exercise of such Option Units unless and until such authority is obtained.

9.08 Investment Assurances. The Plan Administrator may require a Participant, as a condition of exercising an Option Unit or acquiring Class B Common Units under any Option Unit, (a) to give written assurances satisfactory to the Company as to Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option Unit; and (b) to give written assurances satisfactory to the Company stating that Participant is acquiring Class B Common Units subject to the Option Unit for Participant’s own account and not with arty present intention of selling or otherwise distributing such Class B Common Units. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (a) the issuance of the Class B Common Units upon the exercise of an Option Unit has been registered under a then currently effective registration statement under the Securities Act or (b) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on any certificates issued under this Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Class B Common Units.

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9.09 Governing Law. This Plan and such Option Units as may be granted hereunder and all related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of Kansas from time to time obtaining, without giving effect to the principles, policies or provisions thereof governing conflicts of law.

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EX-10.2

Exhibit 10.2

EMC CORPORATION

2001 STOCK OPTION PLAN, as amended April 29, 2010

1. Purpose.

The purpose of the EMC Corporation 2001 Stock Option Plan is to enable EMC Corporation to provide a special incentive to a limited number of key employees of the Company and its Subsidiaries, if any, who are in a position to have a significant effect upon the Company’s business and earnings. In order to accomplish this purpose, the Plan authorizes the grant to such key employees of options to purchase Common Stock of the Company. Increased ownership of Common Stock will provide such key employees with an additional incentive to take into account the long-term interests of the Company.

2. Definitions.

As used herein, the following words or terms have the meanings set forth below. The masculine gender is used throughout the Plan but is intended to apply to members of both sexes.

2.1 “Board of Directors” means the Board of Directors of the Company.

2.2 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

2.3 “Committee” means the Committee appointed by the Board of Directors to administer the Plan or the Board of Directors as a whole if no appointment is made.

2.4 “Common Stock” means the Common Stock of the Company.

2.5 “Company” means EMC Corporation, a corporation established under the laws of The Commonwealth of Massachusetts.

2.6 “Fair Market Value” in the case of a share of Common Stock on a particular day, means the fair market value as determined from time to time by the Board of Directors or, where appropriate, by the Committee, taking into account all information which the Board of Directors, or the Committee, considers relevant.

2.7 “Incentive Stock Option” means a stock option that satisfies the requirements of Section 422 of the Code.

2.8 “Participant” means an individual holding a stock option or stock options granted to him under the Plan.

2.9 “Plan” means the EMC Corporation 2001 Stock Option Plan set forth herein.

2.10 “Subsidiary” or “Subsidiaries” means a corporation or corporations in which the Company owns, directly or indirectly, stock possessing 50 percent or more of the total combined voting power of all classes of stock.

2.11 “Ten Percent Stockholder” means any person who, at the time an option is granted, owns or is deemed to own stock (as determined in accordance with Sections 422 and 424 of the Code) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or a subsidiary.

3. Administration.

3.1 The Plan shall be administered by the Committee and, to the extent provided herein, the Board of Directors. A majority of the members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee members.

3.2 Subject to the provisions set forth herein, each of the Committee and the Board of Directors shall have full authority to determine the provisions of options to be granted under the Plan. Subject to the provisions set forth herein, the Committee shall have full authority to interpret the terms of the Plan and of options granted under the Plan, to adopt, amend and rescind rules and guidelines for the administration of the Plan and for its own acts and proceedings and to decide all questions and settle all controversies and disputes which may arise in connection with the Plan; provided, however, that any change to the terms of an option granted hereunder shall be approved by the Board of Directors to the extent such change would be deemed to be a new option grant or such terms relate to a subsequent transaction that would not be exempt from Section 16(b) of the Securities Exchange Act of 1934 in the absence of such approval.

3.3 The decision of the Committee or the Board of Directors, as applicable, on any matter as to which the Committee or the Board of Directors, as applicable, is given authority under subsection 3.2 shall be final and binding on all persons concerned.

3.4 Nothing in the Plan shall be deemed to give any officer or employee, or his legal representatives or assigns, any right to participate in the Plan, except to such extent, if any, as the Committee or the Board, as applicable, may have determined or approved pursuant to the provisions of the Plan.

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4. Shares Subject to the Plan.

4.1 The maximum number of shares of Common Stock that may be delivered upon the exercise of options granted under the Plan shall be 80,000,000, subject to adjustment in accordance with the provisions of Section 8.

4.2 If any option granted under the Plan terminates without having been exercised in full (including an option which terminates by agreement between the Company and the Participant), or if shares of Common Stock are reacquired by the Company upon the rescission of an exercise of an option, the number of shares of Common Stock as to which an option has not been exercised prior to termination, or have been reacquired upon the rescission of an option, shall be available for future grants within the limits set forth in subsection 4.1.

4.3 Shares of Common Stock delivered upon the exercise of options shall consist of shares of authorized and unissued Common Stock, except that the Board of Directors may from time to time in its discretion determine in any case the shares to be so delivered shall consist of shares of authorized and issued Common Stock reacquired by the Company and held in its Treasury. No fractional shares of Common Stock shall be delivered upon the exercise of an option.

5. Eligibility for Options.

Employees eligible to receive options under the Plan shall be those key employees of the Company and its Subsidiaries, if any, who, in the opinion of the Committee, are in a position to have a significant effect upon the Company’s business and earnings. Members of the Board of Directors of the Company or a Subsidiary who are not employed as regular salaried officers or employees of the Company or a Subsidiary may not participate in the Plan.

6. Grant of Options.

6.1 From time to time while the Plan is in effect, each of the Committee and the Board of Directors may, in its absolute discretion, select from among the persons eligible to receive options (including persons to whom options were previously granted) those persons to whom options are to be granted.

6.2 Each of the Committee and the Board of Directors shall, in its absolute discretion, determine the number of shares of Common Stock to be subject to each option granted by it under the Plan.

6.3 No Incentive Stock Option may be granted under the Plan after May 9, 2011, but options theretofore granted may extend beyond that date.

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7. Provisions of Options.

7.1 Incentive Stock Options or Other Options. Options granted under the Plan may be either Incentive Stock Options or options which do not qualify as Incentive Stock Options, as the Committee or the Board of Directors shall determine at the time of each grant of options hereunder.

7.2 Stock Option Certificates or Agreements. Options granted under the Plan shall be evidenced by certificates or agreements in such form as the Committee shall from time to time approve. Such certificates or agreements shall comply with the terms and conditions of the Plan and may contain such other provisions not inconsistent with the terms and conditions of the Plan as the Committee shall deem advisable. In the case of options intended to qualify as Incentive Stock Options, the certificates or agreements shall contain such provisions relating to exercise and other matters as are required of incentive stock options under the Code.

7.3 Terms and Conditions. All options granted under the Plan shall be subject to the following terms and conditions to the extent applicable and to such other terms and conditions not inconsistent therewith as the Committee or the Board of Directors shall determine:

7.3.1 Exercise Price. The exercise price per share of Common Stock with respect to each option shall be as determined by the Committee but in the case of an Incentive Stock Option not less than 100% (110% in the case of an Incentive Stock Option granted to a Ten Percent Stockholder) of the Fair Market Value per share at the time the option is granted. In the case of an option which does not qualify as an Incentive Stock Option, the exercise price per share of Common Stock shall be not less than par value.

7.3.2 Value of Shares of Common Stock Subject to Incentive Stock Options. Each eligible employee may be granted Incentive Stock Options only to the extent that, in the aggregate under this Plan and all incentive stock option plans of the Company and any related corporation, such Incentive Stock Options do not become exercisable for the first time by such employee during any calendar year in a manner which would entitle the employee to purchase more than $100,000 in fair market value (determined at the time the Incentive Stock Options were granted) of Common Stock in that year. Any options granted to an employee in excess of such amount will be granted as Non-Qualified Options.

7.3.3 Period of Options. An option shall be exercisable during such period of time as the Committee or Board of Directors may specify (subject to subsection 7.4 below), but in the case of an Incentive Stock Option not after the expiration of ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Stockholder) from the date the option is granted.

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7.3.4 Exercise of Options.

7.3.4.1 Each option shall be made exercisable at such time or times as the Committee or the Board of Directors shall determine. In the case of an option made exercisable in installments, the Committee or the Board of Directors may later determine to accelerate the time at which one or more of such installments may be exercised.

7.3.4.2 Any exercise of an option shall be in writing signed by the proper person and delivered or mailed to the office of Stock Option Administration of the Company, accompanied by an option exercise notice and payment in full for the number of shares in respect to which the option is exercised.

7.3.4.3 In the event an option is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the option has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver stock thereunder until the Company is satisfied that the person or persons exercising the option is or are the duly appointed executor or administrator of the deceased Participant or the person or persons to whom the option has been transferred by the Participant’s will or by the applicable laws of descent and distribution.

7.3.4.4 The Committee or the Board of Directors may at the time of grant condition the exercise of an option upon agreement by the Participant to subject the Common Stock to any restrictions on transfer or repurchase rights in effect on the date of exercise, upon representations of continued employment and upon other terms not inconsistent with this Plan. Any such conditions shall be set forth in the option certificate or other document evidencing the option.

7.3.4.5 In the case of an option that is not an Incentive Stock Option, the Committee shall have the right to require the individual exercising the option to remit to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements (or to make other arrangements satisfactory to the Company with regard to such taxes) prior to the delivery of any Common Stock pursuant to the exercise of the option; provided, however, if so permitted by the Committee, the individual exercising an option, other than an Incentive Stock Option, may satisfy such withholding requirements by having withheld from such option that number of shares of Common Stock whose fair market value equals the amount of withholding taxes due. In the case of an Incentive Stock Option, if at the time the Incentive Stock Option is exercised the Committee determines that under applicable law and regulations the Company could be liable for the withholding of any federal or state tax with respect to a disposition of the Common Stock received upon exercise, the Committee may require as a condition of exercise that the individual exercising the Incentive Stock Option agree (i) to inform the Company promptly of any disposition (within the meaning of Section 422(a)(1) of the Code and the regulations thereunder) of Common Stock received upon exercise, and (ii) to give such security as the Committee deems adequate to meet the potential liability of the Company for the withholding of tax, and to augment such security from time to time in any amount reasonably deemed necessary by the Committee to preserve the adequacy of such security.

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7.3.4.6 In the case of an option that is exercised by an individual that is subject to taxation in a foreign jurisdiction, the Committee shall have the right to require the individual exercising the option to remit to the Company an amount sufficient to satisfy any federal or withholding requirement of that foreign jurisdiction (or to make other arrangements satisfactory to the Company with regard to such taxes prior to the delivery of any Common Stock pursuant to the exercise of the option); provided, however, if so permitted by the Committee, the individual exercising an option, other than an Incentive Stock Option, may satisfy such withholding requirements by having withheld from such option that number of shares of Common Stock whose fair market value equals the amount of withholding taxes due.

7.3.5 Payment for and Delivery of Stock. The shares of stock purchased on any exercise of an option granted hereunder shall be paid for in full in cash or, if expressly permitted by the terms of the option, (i) in shares of unrestricted Common Stock at the time of such exercise, (ii) other than for Incentive Stock Options, by a “net exercise” under which the Company reduces the number of shares of Common Stock issued upon exercise by the number of shares with a fair market value that equals the aggregate exercise price, or (iii) by a combination of such foregoing permissible forms of payment. A Participant shall not have the rights of a stockholder with respect to awards under the Plan except as to stock actually issued to him.

7.3.6 Listing of Stock, Withholding and Other Legal Requirements. The Company shall not be obligated to deliver any stock until all federal, state and international laws and regulations which the Company may deem applicable have been complied with, nor, in the event the outstanding Common Stock is at the time listed upon any stock exchange, until the stock to be delivered has been listed or authorized to be added to the list upon official notice of issuance to such exchange. In addition, if the shares of stock subject to any option have not been registered in accordance with the Securities Act of 1933, as amended, the Company may require the person or persons who wishes or wish to exercise such option to make such representation or agreement with respect to the sale of stock acquired on exercise of the option as will be sufficient, in the opinion of the Company’s counsel, to avoid violation of said Act, and may also require that the certificates evidencing said stock bear an appropriate restrictive legend.

7.3.7 Non-transferability of Options. No option may be transferred by the Participant otherwise than by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order, and during the Participant’s lifetime the option may be exercised only by him or her; provided, however, that the Board of Directors or the Committee, as applicable, in its discretion, may allow for transferability of non-qualified stock options by the Participant to “Immediate Family

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Members.” Immediate Family Members means children, grandchildren, spouse or common law spouse, siblings or parents of the Participant or to bona fide trusts, partnerships or other entities controlled by and of which the beneficiaries are Immediate Family Members of the Participant. Any option grants that are transferable are further conditioned on the Participant and Immediate Family Members agreeing to abide by the Company’s then current stock option transfer guidelines.

7.3.8 Death, Disability or Retirement of a Participant.

7.3.8.1 If a Participant’s employment terminates by reason of death, all options held by the Participant, to the extent exercisable on the date of his death, may be exercised by his executor or administrator or the person or persons to whom the option is transferred by will or the applicable laws of descent and distribution at any time or times within three years after the date of the Participant’s death. The options shall expire at the end of such three-year period.

7.3.8.2 If a Participant’s employment terminates by reason of “Disability” (as defined below), all options held by the Participant, to the extent exercisable on the date of termination by reason of Disability (the “Disability Date”), may be exercised by the Participant at any time or times within three years after the Disability Date. The options shall expire at the end of such three-year period. Notwithstanding the foregoing, in the event the Participant fails to exercise an Incentive Stock Option within twelve months after the Disability Date, such option will be treated as an option which does not qualify as an Incentive Stock Option. Disability means the disability of the Participant within the meaning of Section 22(e)(3) of the Code.

7.3.8.3 If a Participant’s employment terminates by reason of “Retirement” (as defined below), all options held by the Participant, to the extent exercisable on the date of termination by reason of Retirement (the “Retirement Date”), may be exercised by the Participant at any time or times within three years after the Retirement Date. The options shall expire at the end of such three-year period. Notwithstanding the foregoing, in the event the Participant fails to exercise an Incentive Stock Option within three months after the Retirement Date, such option will be treated as an option which does not qualify as an Incentive Stock Option. Retirement means the voluntary retirement by a Participant from service with the Company or any of its Subsidiaries (i) after the Participant has attained at least fifty-five years of age and at least five years of continuous service with the Company or any of its Subsidiaries or (ii) after the Participant has attained at least twenty years of continuous service with the Company or any of its Subsidiaries.

7.3.8.4 The provisions of this Section 7.3.8 shall not apply to options held by a Participant who engages or has engaged in Detrimental Activity (as defined in Section 7.3.10).

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7.3.8.5 Notwithstanding anything in this Section 7.3.8 to the contrary, (i) no option granted under the Plan may be exercised beyond the date on which such option would otherwise expire pursuant to the terms thereof, and (ii) no Incentive Stock Option granted under the Plan may be exercised after the expiration of ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Stockholder) from the date the Incentive Stock Option was granted.

7.3.9 Termination of Employment. If the employment of a Participant terminates for any reason other than his death, Disability or Retirement, all options held by the Participant shall thereupon expire at 5 p.m. United States eastern time on the date of termination unless the option by its terms, or the Committee or the Board of Directors by resolution, shall expressly allow the Participant to exercise any or all of the options held by him after termination; provided, that notwithstanding any such express allowance, any such option which is an Incentive Stock Option shall in any event expire no later than three months after such termination of employment, or after the expiration of ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Stockholder) from the date the Incentive Stock Option was granted, whichever occurs first. The Company shall have the sole discretion to set the date of termination for purposes of the Plan, without regard to any notice period or other obligation under the labor laws of the jurisdiction where the Participant is employed. If the Committee or the Board of Directors so decides, an option may provide that a leave of absence granted by the Company or Subsidiary is not a termination of employment for the purpose of this subsection 7.3.9, and in the absence of such a provision the Committee may in any particular case determine that such a leave of absence is not a termination of employment for such purpose. The Committee shall also determine all matters relating to continuous employment.

7.3.10 Cancellation and Rescission of Options. The following provisions of this Section 7.3.10 shall apply to options granted to (i) Participants who are classified by the Company or a Subsidiary as an executive officer, senior officer, or officer (collectively, an “Officer”) of the Company or a Subsidiary; and (ii) certain other Participants designated by the Committee or the Board of Directors to be subject to the terms of this Section 7.3.10 (such designated Participants together with Officers referred to collectively as “Senior Participants”). The Committee or the Board of Directors may cancel, rescind, suspend or otherwise limit or restrict any unexpired option at any time if the Senior Participant engages in “Detrimental Activity” (as defined below). Furthermore, in the event a Senior Participant engages in Detrimental Activity at any time prior to or during the six months after any exercise of an option, such exercise may be rescinded until the later of (i) two years after such exercise or (ii) two years after such Detrimental Activity. Upon such rescission, the Company at its sole option may require the Senior Participant to (i) deliver and transfer to the Company the shares of Common Stock received by the Senior Participant upon such exercise, (ii) pay to the Company an amount equal to any realized gain received by the Senior Participant from such exercise, or (iii) pay to the

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Company an amount equal to the market price (as of the exercise date) of the Common Stock acquired upon such exercise minus the respective exercise price. The Company shall be entitled to set-off any such amount owed to the Company against any amount owed to the Senior Participant by the Company. Further, if the Company commences an action against such Senior Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Senior Participant engaged in Detrimental Activity or otherwise violated this Section 7.3.10, the Senior Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees. As used in this subsection 7.3.10, “Detrimental Activity” shall include: (i) the failure to comply with the terms of the Plan or certificate or agreement evidencing the option; (ii) the failure to comply with any term set forth in the Company’s Key Employee Agreement (irrespective of whether the Senior Participant is a party to the Key Employee Agreement); (iii) any activity that results in termination of the Senior Participant’s employment for cause; (iv) a violation of any rule, policy, procedure or guideline of the Company; or (v) the Senior Participant being convicted of, or entering a guilty plea with respect to a crime whether or not connected with the Company.

7.3.11 Jurisdiction and Governing Law. The parties submit to the exclusive jurisdiction and venue of the federal or state courts of the Commonwealth of Massachusetts to resolve issues that may arise out of or relate to the Plan or the same subject matter. The Plan shall be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

7.4 Authority of the Committee. The Committee shall have the authority, either generally or in particular instances, to waive compliance by a Participant with any obligation to be performed by him under an option and to waive any condition or provision of an option, except that the Committee may not (i) increase the total number of shares covered by any Incentive Stock Option (except in accordance with Section 8), (ii) reduce the option price per share of any Incentive Stock Option (except in accordance with Section 8) or (iii) extend the term of any Incentive Stock Option to more than ten years, subject, however, to the provisions of Section 10.

8. Changes in Stock.

In the event of a stock dividend, stock split or other change in corporate structure or capitalization affecting the Common Stock that becomes effective after the adoption of the Plan by the Board of Directors, the Committee shall make appropriate adjustments in (i) the number and kind of shares of stock on which options may thereafter be granted hereunder, (ii) the number and kind of shares of stock remaining subject to each option outstanding at the time of such change and (iii) the option price. The Committee’s determination shall be binding on all persons concerned. Subject to any required action

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by the stockholders, if the Company shall be the surviving corporation in any merger or consolidation (other than a merger or consolidation in which the Company survives but in which a majority of its outstanding shares are converted into securities of another corporation or are exchanged for other consideration), any option granted hereunder shall pertain and apply to the securities which a holder of the number of shares of stock of the Company then subject to the option would have been entitled to receive, but a dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation or in which a majority of its outstanding shares are so converted or exchanged shall cause every option hereunder to terminate; provided that if any such dissolution, liquidation, merger or consolidation is contemplated, the Company shall either arrange for any corporation succeeding to the business and assets of the Company to issue to the Participants replacement options (which, in the case of Incentive Stock Options, satisfy, in the determination of the Committee, the requirements of Section 424 of the Code) on such corporation’s stock which will to the extent possible preserve the value of the outstanding options or shall make the outstanding options fully exercisable at least 20 days before the effective date of any such dissolution, liquidation, merger or consolidation. The existence of the Plan shall not prevent any such change or other transaction and no Participant thereunder shall have any right except as herein expressly set forth.

9. Employment Rights.

Neither the adoption of the Plan nor any grant of options confers upon any employee of the Company or a Subsidiary any right to continued employment with the Company or a Subsidiary, as the case may be, nor does it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of any of its employees at any time.

10. Discontinuance, Cancellation, Amendment and Termination.

The Committee or the Board of Directors may at any time discontinue granting options under the Plan and, with the consent of the Participant, may at any time cancel an existing option in whole or in part and grant another option to the Participant for such number of shares as the Committee or the Board of Directors specifies. The Board of Directors may at any time or times amend the Plan for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law or may at any time terminate the Plan as to any further grants of options, provided that no such amendment shall without the approval of the stockholders of the Company (a) increase the maximum number of shares available under the Plan, (b) change the group of employees eligible to receive options under the Plan, (c) reduce the exercise price of outstanding incentive options or reduce the price at which incentive options may be granted, (d) extend the time within which options may be granted, (e) alter the Plan in such a way that incentive options granted or to be granted hereunder would not be considered incentive stock options under Section 422 of the Code, or (f) amend the provisions of this Section 10, and no such amendment shall adversely affect the rights of any employee (without his consent) under any option previously granted.

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11. Effective Date.

The Plan will become effective immediately upon its approval by the stockholders of the Company at the Annual Meeting on May 9, 2001.

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EX-10.3

Exhibit 10.3

EMC CORPORATION

AMENDED AND RESTATED 2003 STOCK PLAN,

as amended and restated as of April 29, 2010

1. Definitions.

As used herein, the following words or terms have the meanings set forth below.

1.1 “Amended and Restated Plan Effective Date” has the meaning set forth in Section 10.

1.2 “Award” means Options, Restricted Stock, Restricted Stock Units or Stock Appreciation Rights, or any combination thereof.

1.3 “Board of Directors” means the Board of Directors of the Company.

1.4 “Cause” means the occurrence of any of the following, as determined by the Company’s management in its sole discretion: (i) serious misconduct by the Participant in the performance of his or her employment duties; (ii) the Participant’s conviction of, or entering a guilty plea with respect to a felony or a misdemeanor involving moral turpitude; (iii) the Participant’s commission of an act involving personal dishonesty that results in financial, reputational, or other harm to the Company or its affiliates or subsidiaries; (iv) the Participant’s failure to comply with any applicable term set forth in the Company’s Key Employee Agreement or other similar agreement protecting confidential information; or (v) the Participant’s material violation of any rule, policy, procedure or guideline of the Company or its affiliates or subsidiaries, including but not limited to the Company’s Business Conduct Guidelines.

1.5 “Code” means the U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in effect.

1.6 “Committee” means the Committee appointed by the Board of Directors to administer the Plan or the Board of Directors as a whole if no appointment is made, provided that, if any member of the Committee does not qualify as both an outside director for purposes of Section 162(m) of the Code and a non-employee director for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, the remaining members of the Committee (but not less than two members) shall be constituted as a subcommittee of the Committee to act as the Committee for purposes of granting or approving the payment of any Awards.

1.7 “Common Stock” means the common stock, par value $.01 per share, of the Company.

1.8 “Company” means EMC Corporation, a corporation established under the laws of The Commonwealth of Massachusetts.

1.9 “Eligible Directors” means members of the Board of Directors (i) who are not employees of the Company or its Subsidiaries and (ii) who are not holders of more than 5% of the outstanding shares of Common Stock or persons in control of such holder(s) (“Eligible Directors”).

1.10 “Fair Market Value” in the case of a share of Common Stock on a particular date, means the fair market value as determined from time to time by the Board of Directors or, where appropriate, by the Committee, taking into account all information which the Board of Directors, or the Committee, considers relevant. Fair Market Value shall be determined in a manner consistent with the requirements of Sections 422 and 409A of the Code.

1.11 “Incentive Stock Option” means an Option intended to be an “incentive stock option” within the meaning of Section 422 of the Code.

1.12 “Option” means a stock option entitling the holder to acquire shares of Common Stock upon payment of the exercise price.

1.13 “Participant” means a person who is granted an Award under the Plan.

1.14 “Performance Award” means an Award granted by the Committee pursuant to Section 6.11.

1.15 “Performance Criteria” means any or any combination of the following areas of performance (determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, geographical, project, product or individual basis or in combinations thereof): sales; revenues; assets; expenses; income; profit margins; earnings before or after any deductions and whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; inventory; organizational realignments; infrastructure changes; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; shareholder return; sales of products or services; customer acquisition or retentions; acquisitions or divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split ups and the like; reorganizations; strategic investments or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. Performance Criteria and any Performance Goals with respect thereto need not be based upon any increase, a positive or improved result or avoidance of loss.

1.16 “Performance Goal” means an objectively determinable performance goal established by the Committee with respect to a given Performance Award that relates to one or more Performance Criteria.

1.17 “Performance Period” means a time period (which may be subdivided into performance cycles of no less than three months) during which the Performance Goals established in connection with Performance Awards must be met. Performance Periods shall, in all cases, exceed three (3) months in length.

1.18 “Prior Plans” means the EMC Corporation 1985 Stock Option Plan, the EMC Corporation 1992 Stock Option Plan for Directors, the EMC Corporation 1993 Stock Option Plan, and the EMC Corporation 2001 Stock Option Plan, collectively.

1.19 “Plan” means the EMC Corporation 2003 Stock Plan, as from time to time amended and in effect.

1.20 “Restricted Stock” means Common Stock that is subject to a risk of forfeiture or other restrictions that will lapse upon the satisfaction of specified conditions.

1.21 “Restricted Stock Unit” means a right to receive Common Stock in the future, with the right to future delivery of the Common Stock subject to a risk of forfeiture or other restrictions that will lapse upon the satisfaction of specified conditions.

1.22 “Service Relationship” means (a) for an employee of the Company or its Subsidiaries, such person’s employment relationship with the Company or its Subsidiaries, (b) for a consultant or advisor of the Company or its Subsidiaries, such person’s consulting or advisory relationship with the Company or its Subsidiaries, and (c) for an Eligible Director, such person’s membership on the Board of Directors.

1.23 “Stock Appreciation Right” means a right entitling the holder upon exercise to receive shares of Common Stock having a value equal to the excess of (i) the then value of the number of shares with respect to which the right is being exercised over (ii) the exercise price applicable to such shares.

1.24 “Stock Award” means an Award of Restricted Stock or Restricted Stock Units, or any combination thereof.

1.25 “Subsidiary” or “Subsidiaries” means a corporation or corporations in which the Company owns, directly or indirectly, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock.

1.26 “Ten Percent Shareholder” means any person who, at the time an Award is granted, owns or is deemed to own stock (as determined in accordance with Sections 422 and 424 of the Code) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or a subsidiary.

2. Purpose.

The Plan has been established to advance the interests of the Company by providing for the grant to Participants of incentive Awards.

3. Administration.

3.1 The Plan shall be administered by the Committee and, to the extent provided herein, the Board of Directors. A majority of the members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee members.

3.2 Subject to the provisions set forth herein, the Committee shall have full authority to determine the provisions of Awards to be granted under the Plan. Subject to the provisions set forth herein, the Committee shall have full authority to interpret the terms of the Plan and of Awards granted under the Plan, to adopt, amend and rescind rules and guidelines for the administration of the Plan and for its own acts and proceedings and to decide all questions and settle all controversies and disputes which may arise in connection with the Plan.

3.3 The decision of the Committee or the Board of Directors, as applicable, on any matter as to which the Committee or the Board of Directors, as applicable, is given authority under Section 3.2 shall be final and binding on all persons concerned.

3.4 Nothing in the Plan shall be deemed to give any officer or employee, or his legal representatives or assigns, any right to participate in the Plan, except to such extent, if any, as the Committee or the Board of Directors, as applicable, may have determined or approved pursuant to the provisions of the Plan.

4. Shares Subject to the Plan; Limitations.

4.1 Number of Shares. The maximum number of shares of Common Stock that may be delivered in satisfaction of Awards granted under the Plan shall be the sum of (i) 300,000,000, (ii) the number of shares available for grant under the Prior Plans as of the day immediately preceding the Amended and Restated Plan Effective Date, and (iii) the number of shares subject to outstanding awards under the Prior Plans as of the day immediately preceding the Amended and Restated Plan Effective Date to the extent such awards terminate or expire on or after the Amended and Restated Plan Effective Date without the delivery of shares (such shares may hereinafter be referred to as the “Authorized Shares”).

4.2 Fungible Share Plan. Each share of Common Stock subject to or issued in respect of an Option or a Stock Appreciation Right shall be counted against the Authorized Shares as one (1) share. Each share of Common Stock subject to or issued in respect of a Stock Award shall be counted against the Authorized Shares as two (2) shares.

4.3 Reacquired Shares. If any Award granted under the Plan expires, is terminated or is canceled (including an Award which terminates by agreement between the Company and the Participant), or if shares of Common Stock are reacquired by the Company upon the rescission of an Award or the

rescission of the exercise of an Award, the number of shares of Common Stock subject to the Award immediately prior to such expiration, termination or cancellation or the number of shares of Common Stock that have been reacquired upon any rescission, shall be available for future grant. Notwithstanding the foregoing, the following shares shall not be available for future grant: (i) shares tendered or withheld in payment of the exercise price of an Option (or any option award under a Prior Plan) and (ii) shares withheld by the Company or otherwise received by the Company to satisfy tax withholding obligations in connection with an Award (or an award under a Prior Plan). In addition, the Authorized Shares shall not be increased by any shares of Common Stock repurchased by the Company with Option proceeds and all shares of Common Stock covered by a Stock Appreciation Right shall be counted against the Authorized Shares.

4.4 Type of Shares. Common Stock delivered by the Company under the Plan may be authorized but unissued Common Stock or previously issued Common Stock acquired by the Company. No fractional shares of Common Stock will be delivered under the Plan.

4.5 Limit on Shares for Performance Awards. No more than 2,000,000 shares may be allocated to the Performance Awards that are granted to any individual Participant during any 12 month period. This limit shall not be adjusted by the cancellation, forfeiture, termination, expiration, or lapse of any Performance Award prior to its payment.

5. Eligibility and Participation.

The Committee will select Participants from among those key employees of, and consultants and advisors to, the Company or its Subsidiaries who, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Company and its Subsidiaries. Eligible Directors may be granted Awards by either the Committee or the Board of Directors. If Eligible Directors are granted Awards by the Board of Directors, the Board of Directors may exercise all the powers of the Committee under the Plan with respect to such Awards. Eligibility for Incentive Stock Options is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.

6. Awards.

6.1 General. The Plan provides for the grant of Awards, which may be in the form of Options, Restricted Stock, Restricted Stock Units and Stock Appreciation Rights. The Committee will determine the terms and conditions of all Awards, subject to the limitations provided herein. The Plan also provides for the grant of Performance Awards under Section 6.11. Notwithstanding anything herein to the contrary, the Committee may, in its sole discretion, grant Awards under the Plan containing performance-related goals that do not constitute Performance Awards, do not comply with Section 6.11, are not subject to the limitation set forth in Section 4.5, and are not granted or administered to comply with the requirements of Section 162(m) of the Code.

6.2 Participants. From time to time while the Plan is in effect, the Committee may, in its absolute discretion, select from among the persons eligible to receive Awards (including persons to whom Awards were previously granted) those Participants to whom Awards are to be granted.

6.3 Award Agreements. Each Award granted under the Plan shall be evidenced by a written agreement in such form as the Committee shall from time to time approve. Award agreements shall comply with the terms and conditions of the Plan and may contain such other provisions not inconsistent with the terms and conditions of the Plan as the Committee shall deem advisable. In the case of an Incentive Stock Option, the Award agreement shall contain such provisions relating to exercise and other matters as are required of “incentive stock options” under the Code. Award agreements may be evidenced by an electronic transmission (including an e-mail or reference to a website or other URL) sent to the Participant through the Company’s normal process for communicating electronically with its employees. As a condition to receiving an Award, the Committee may require the proposed Participant to affirmatively accept the Award and agree to the terms and conditions set forth in the Award agreement by physically and/or electronically executing the Award agreement or by otherwise physically and/or electronically

acknowledging such acceptance and agreement. With or without such affirmative acceptance, however, the Committee may prescribe conditions (including the exercise or attempted exercise of any benefit conferred by the Award) under which the proposed Participant may be deemed to have accepted the Award and agreed to the terms and conditions set forth in the Award agreement.

6.4 Non-Transferability of Awards. No Award may be transferred by the Participant otherwise than by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order, and during the Participant’s lifetime the Award may be exercised only by him or her; provided, however, that the Committee, in its discretion, may allow for transferability of Awards by the Participant to “Immediate Family Members.” “Immediate Family Members” means children, grandchildren, spouse or common law spouse, siblings or parents of the Participant or to bona fide trusts, partnerships or other entities controlled by and of which the beneficiaries are Immediate Family Members of the Participant. Any Awards that are transferable are further conditioned on the Participant and Immediate Family Members agreeing to abide by the Company’s then current Award transfer guidelines.

6.5 Exercise; Vesting; Lapse of Restrictions. The Committee may determine the time or times at which (a) an Award will become exercisable, (b) an Award will vest or (c) the restrictions to which an Award is subject will lapse. In the case of an Award that becomes exercisable, vests or has restrictions which lapse in installments, the Committee or the Board of Directors may later determine to accelerate the time at which one or more of such installments may become exercisable or vest or at which one or more restrictions may lapse; provided, however, that the Committee or the Board of Directors may not accelerate the vesting or lapse of one or more restrictions with respect to a Stock Award if such action would cause such Stock Award to fully vest in a period of time that is less than the applicable minimum period set forth in Section 6.10.3. Except as the Committee otherwise determines, no Award requiring exercise shall have deferral features, or shall be administered in a manner that would cause such Award to fail to qualify for exemption from Section 409A of the Code; provided, however, that any Award resulting in a deferral of compensation subject to Section 409A of the Code shall be construed to the maximum extent possible, as determined by the Committee, consistent with the requirements of Section 409A of the Code.

6.5.1 Determination of the Exercise Price. The Committee will determine the exercise price, if any, of each Award requiring exercise. Notwithstanding the foregoing, the exercise price per share of Common Stock for an Option or Stock Appreciation Right shall be not less than 100% (110% in the case of an Incentive Stock Option granted to a Ten Percent Shareholder) of the Fair Market Value per share on the date the Option or Stock Appreciation Right is granted.

6.5.2 Additional Conditions. The Committee or the Board of Directors may at the time of grant condition the exercise of an Award upon agreement by the Participant to subject the Common Stock to any restrictions on transfer or repurchase rights in effect on the date of exercise, upon representations regarding the continuation of a Service Relationship and upon other terms not inconsistent with this Plan. Any such conditions shall be set forth in the Award agreement or other document evidencing the Award.

6.5.3 Manner of Exercise. Any exercise of an Award shall be in writing signed by the proper person and delivered or mailed to the office of Stock Option Administration of the Company, accompanied by an appropriate exercise notice and payment in full for the number of shares in respect to which the Award is exercised, or in such other manner as may be from time to time prescribed by the Committee, including, without limitation, pursuant to electronic, telephonic or other instructions to a third party administrating the Plan. In the event an Award is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the Award has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver stock thereunder until the Company is satisfied that the person or persons exercising the Award is or are the duly appointed executor or administrator of the deceased Participant or the person or persons to whom the Award has been transferred by the Participant’s will or by the applicable laws of descent and distribution.

6.5.4 Payment of Exercise Price. Where the exercise of an Award is to be accompanied by payment, the Committee may determine the required or permitted forms of payment, subject to the following: all payments will be by cash or check acceptable to the Committee, or, if so permitted by the Committee, (i) through the delivery of shares of Common Stock that have been outstanding for at least six months (unless the Committee approves a shorter period) and that have a fair market value equal to the exercise price, (ii) for Options, other than Incentive Stock Options, by a “net exercise” under which the Company reduces the number of shares of Common Stock issued upon exercise by the number of shares with a fair market value that equals the aggregate exercise price, (iii) by delivery to the Company of a promissory note of the person exercising the Award, payable on such terms as are specified by the Committee, (iv) through a broker-assisted exercise program acceptable to the Committee, or (v) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Committee may prescribe.

6.5.5 Period of Awards. An Award shall be exercisable during such period of time as the Committee may specify, but not after the expiration of ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Shareholder) from the date the Option is granted.

6.6 Termination of Awards. Unless the Award by its terms or the Committee or Board of Directors by resolution shall expressly provide otherwise:

6.6.1 Termination of a Participant’s Service Relationship by Reason of Death. If a Participant’s Service Relationship terminates by reason of death, (a) all Options and Stock Appreciation Rights held by the Participant shall vest fully on the date that the Participant’s Service Relationship terminates by reason of death without regard to whether any applicable vesting requirements have been fulfilled, and (b) all Stock Awards held by the Participant shall vest fully on the date that the Participant’s Service Relationship terminates by reason of death without regard to whether any applicable vesting requirements have been fulfilled and/or all restrictions shall fully lapse as of such date without regard to whether any applicable requirements have been fulfilled. All Awards may be exercised by the Participant’s executor or administrator or the person or persons to whom the Awards are transferred by will or the applicable laws of descent and distribution at any time or times within three years after the date of the Participant’s death. Unexercised Options and Stock Appreciation Rights shall expire automatically at the end of such three-year period.

6.6.2 Termination of a Participant’s Service Relationship by Reason of Disability. If a Participant’s Service Relationship terminates by reason of “Disability” (as defined below), (a) all Options and Stock Appreciation Rights held by the Participant shall vest fully on the date that the Participant’s Service Relationship terminates by reason of Disability (the “Disability Date”) without regard to whether any applicable vesting requirements have been fulfilled, and (b) all Stock Awards held by the Participant shall vest fully on the Disability Date without regard to whether any applicable vesting requirements have been fulfilled and/or all restrictions shall fully lapse as of such date without regard to whether any applicable requirements have been fulfilled. All such Options and Stock Appreciation Rights may be exercised by the Participant at any time or times within three years after the Disability Date. Unexercised Options and Stock Appreciation Rights shall expire automatically at the end of such three-year period. Notwithstanding the foregoing, in the event the Participant fails to exercise an Incentive Stock Option within twelve months after the Disability Date, such Option shall remain exercisable at any time or times within three years after the Disability Date but will be treated as an Option that does not qualify as an Incentive Stock Option. “Disability” means the disability of the Participant within the meaning of Section 22(e)(3) of the Code.

6.6.3 Termination of a Participant’s Service Relationship by Reason of Retirement. If a Participant’s Service Relationship terminates by reason of “Retirement” (as defined below), (a) Options and Stock Appreciation Rights held by the Participant shall continue to vest and be exercisable in accordance with the terms and conditions thereof as if the Participant’s Service Relationship had not terminated; and (b) Stock Awards held by the Participant that were granted to the Participant (i) prior to December 19, 2007, shall continue to vest and/or be subject to applicable restrictions and the requirements for the lapse thereof in accordance with the terms and conditions of the Stock Awards as if the Participant’s Service Relationship had not terminated, and (ii) on or after December 19, 2007, shall thereupon expire at 5 p.m. United States eastern time on the date that the Participant’s Service Relationship terminates by reason of Retirement (the “Retirement Date”). Notwithstanding the foregoing, if (a) an Option or Stock Appreciation Right provides for vesting or exercisability upon the fulfillment or satisfaction of certain specified goals or conditions (other than time-based vesting or restrictions), or (b) a Stock Award that continues to vest pursuant to clause (b)(i) of the prior sentence provides for vesting or the lapse of restrictions upon the fulfillment or satisfaction of certain specified goals or conditions (other than time-based vesting or restrictions), then subsequent to the Retirement Date, the unvested or restricted portion of an Award shall no longer be subject to such vesting or lapse of restrictions based upon such specified goals or conditions and instead shall be subject only to the time-based vesting or restrictions set forth in the Award. All Awards may be exercised by the Participant at any time or times in accordance with the terms and conditions thereof (including any applicable vesting schedule or restrictions). Notwithstanding the foregoing, in the event the Participant fails to exercise an Incentive Stock Option within three months after the Retirement Date, such Option shall remain exercisable but will be treated as an Option that does not qualify as an Incentive Stock Option. “Retirement” means for an employee, consultant or advisor of the Company or any of its Subsidiaries, the voluntary retirement by the Participant from service as an employee, consultant or advisor of the Company or any of its Subsidiaries, (a) with respect to Awards granted to the Participant prior to December 9, 2009 (i) after the Participant has attained at least fifty-five years of age and at least five years of continuous service as an employee, consultant or advisor of the Company or any of its Subsidiaries or (ii) after the Participant has attained at least twenty years of continuous service as an employee, consultant or advisor of the Company or any of its Subsidiaries, and (b) with respect to Awards granted to the Participant on or after December 9, 2009, after the Participant has attained at least sixty years of age and at least ten years of continuous service as an employee, consultant or advisor of the Company or any of its Subsidiaries. In any event, the Retirement provisions of any Award shall be governed by the terms and conditions of the Plan in effect on the date of grant of each such Award.

6.6.4 Termination of a Participant’s Service Relationship for any Other Reason. If a Participant’s Service Relationship terminates for any reason other than death, Disability or Retirement, all (a) vested Options that do not qualify as Incentive Stock Options and vested Stock Appreciation Rights held by the Participant shall remain exercisable and shall not expire until 5 p.m. United States eastern time on the earlier to occur of (i) the date that is three months after the date of termination or (ii) the date upon which the term of the Award expires; provided, however, that all Awards held by a Participant shall immediately expire if the Participant’s Service Relationship terminates for Cause or if the Participant engages in “Detrimental Activity” (as defined in Section 6.7), and (b) unvested Options, vested Incentive Stock Options, unvested Stock Appreciation Rights and all Stock Awards held by the Participant shall thereupon expire at 5 p.m. United States eastern time on the date of termination unless the Award by its terms, or the Committee or the Board of Directors by resolution, shall expressly allow the Participant to exercise any or all of the Awards held by the Participant after termination; provided, however, that notwithstanding any such express allowance, any such Award which is an Incentive Stock Option and remains exercisable after termination shall be treated as an Option that does not qualify as an Incentive Stock Option after three months following such termination. The Company shall have the sole discretion to set the date of termination for purposes of the Plan, without regard to any notice period or other obligation under the applicable laws of the jurisdiction where the Participant is employed or engaged. If the Committee or the Board of Directors so decides, an Award may provide that a leave of absence granted by the Company or any Subsidiary is not a termination of a Service Relationship for the purpose of this Section 6.6.4, and in the absence of such a provision the Committee may in any particular case determine that such a leave of absence is not a

termination of a Service Relationship for such purpose. The Committee shall also determine all matters relating to whether a Service Relationship is continuous, including, for example and without limitation, in the event the Service Relationship changes from an employment relationship to a consulting or advisory relationship.

6.6.5 The provisions of Sections 6.6.1, 6.6.2 and 6.6.3 shall not apply to Awards held by a Participant who engages or has engaged in Detrimental Activity (as defined in Section 6.7).

6.6.6 Notwithstanding anything in this Section 6.6 to the contrary, (i) no Award granted under the Plan may be exercised beyond the date on which such Award would otherwise expire pursuant to the terms thereof, and (ii) no Incentive Stock Option granted under the Plan may be exercised after the expiration of ten years (five years in the case of an Incentive Stock Option granted to a Ten Percent Shareholder) from the date the Incentive Stock Option was granted.

6.7 Cancellation and Rescission of Awards. The following provisions of this Section 6.7 shall apply to Awards granted to (i) Participants who are classified by the Company or a Subsidiary as an executive officer, senior officer, or officer (collectively, “Officers”) of the Company or a Subsidiary, (ii) Participants who are Eligible Directors, and (iii) certain other Participants designated by the Committee or the Board of Directors to be subject to the terms of this Section 6.7 (such designated Participants together with Officers and Eligible Directors referred to collectively as “Senior Participants”). The Committee or the Board of Directors may cancel, rescind, suspend or otherwise limit or restrict any unexpired Award at any time if the Senior Participant engages in “Detrimental Activity” (as defined below). Furthermore, in the event a Senior Participant engages in Detrimental Activity at any time prior to or during the six months after any exercise of an Award, lapse of a restriction under an Award or delivery of Common Stock pursuant to an Award, such exercise, lapse or delivery may be rescinded until the later of (i) two years after such exercise, lapse or delivery or (ii) two years after such Detrimental Activity. Upon such rescission, the Company at its sole option may require the Senior Participant to (i) deliver and transfer to the Company the shares of Common Stock received by the Senior Participant upon such exercise, lapse or delivery, (ii) pay to the Company an amount equal to any realized gain received by the Senior Participant from such exercise, lapse or delivery, or (iii) pay to the Company an amount equal to the market price (as of the exercise, lapse or delivery date) of the Common Stock acquired upon such exercise, lapse or delivery minus the respective price paid upon exercise, lapse or delivery, if applicable. The Company shall be entitled to set-off any such amount owed to the Company against any amount owed to the Senior Participant by the Company. Further, if the Company commences an action against such Senior Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Senior Participant engaged in Detrimental Activity or otherwise violated this Section 6.7, the Senior Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees. As used in this Section 6.7, “Detrimental Activity” shall include: (i) the failure to comply with the terms of the Plan or certificate or agreement evidencing the Award; (ii) the failure to comply with any term set forth in the Company’s Key Employee Agreement (irrespective of whether the Senior Participant is a party to the Key Employee Agreement); (iii) any activity that results in termination of the Senior Participant’s Service Relationship for Cause; (iv) a violation of any rule, policy, procedure or guideline of the Company; or (v) the Senior Participant being convicted of, or entering a guilty plea with respect to a crime whether or not connected with the Company.

6.8 Tax Withholding.

6.8.1 In the case of an Award that is not an Incentive Stock Option, the Committee shall have the right to require the individual exercising the Award to remit to the Company an amount sufficient to satisfy any federal, state, or local withholding tax requirements (or to make other arrangements satisfactory to the Company with regard to such taxes) prior to the delivery of any Common Stock pursuant to the exercise of the Award; provided, however, if so permitted by the Committee, the individual exercising an Award that is not an Incentive Stock Option may satisfy such withholding requirements by having withheld from such Award that number of shares of Common Stock whose fair market value equals the amount of withholding taxes due. In the

case of an Incentive Stock Option, if at the time the Incentive Stock Option is exercised the Committee determines that under applicable law and regulations the Company could be liable for the withholding of any federal or state tax with respect to a disposition of the Common Stock received upon exercise, the Committee may require as a condition of exercise that the individual exercising the Incentive Stock Option agree (i) to inform the Company promptly of any disposition (within the meaning of Section 422(a)(1) of the Code and the regulations thereunder) of Common Stock received upon exercise, and (ii) to give such security as the Committee deems adequate to meet the potential liability of the Company for the withholding of tax, and to augment such security from time to time in any amount reasonably deemed necessary by the Committee to preserve the adequacy of such security.

6.8.2 In the case of an Award that is exercised by an individual that is subject to taxation in a foreign jurisdiction, the Committee shall have the right to require the individual exercising the Award to remit to the Company an amount sufficient to satisfy any tax or withholding requirement of that foreign jurisdiction (or to make other arrangements satisfactory to the Company with regard to such taxes prior to the delivery of any Common Stock pursuant to the exercise of the Award); provided, however, if so permitted by the Committee, the individual exercising an Award that is not an Incentive Stock Option may satisfy such withholding requirements by having withheld from such Award that number of shares of Common Stock whose fair market value equals the amount of withholding taxes due.

6.9 Options.

6.9.1 No Incentive Stock Option may be granted under the Plan after January 29, 2013, but Incentive Stock Options previously granted may extend beyond that date.

6.9.2 Each eligible Participant may be granted Incentive Stock Options only to the extent that, in the aggregate under this Plan and all incentive stock option plans of the Company and any related corporation, such Incentive Stock Options do not become exercisable for the first time by such employee during any calendar year in a manner which would entitle the employee to purchase more than $100,000 in Fair Market Value (determined at the time the Incentive Stock Options were granted) of Common Stock in that year. Any Options granted to an employee in excess of such amount will be granted as non-qualified Options.

6.10 Stock Awards.

6.10.1 Rights as a Shareholder. Subject to any restrictions applicable to the Award, the Participant holding Restricted Stock, whether vested or unvested, shall be entitled to enjoy all shareholder rights with respect to such Restricted Stock, including the right to receive dividends and to vote the shares.

6.10.2 Stock Certificates; Legends. Certificates representing shares of Restricted Stock shall bear an appropriate legend referring to the restrictions to which they are subject, and any attempt to dispose of any such shares in contravention of such restrictions shall be null and void and without effect. The certificates representing shares of Restricted Stock may be held by the Company until the restrictions to which they are subject are satisfied.

6.10.3 Minimum Vesting Periods. Subject to Sections 6.6.1, 6.6.2, and 7.2, (a) Stock Awards granted to Participants other than Eligible Directors that vest by the passage of time only shall not vest fully in less than two (2) years after the date of grant, and (b) Stock Awards that vest upon the achievement of performance goals shall not vest fully in less than one (1) year after the date of grant.

6.11 Performance Awards.

6.11.1 Recipients of Performance Awards. The Committee may grant Performance Awards to any Participant. Each Performance Award shall contain the Performance Goals for the Award, including the Performance Criteria, the target and maximum amounts payable, and such other terms and conditions of the Performance Award as the Committee in its discretion establishes. In the case of Performance Awards to any Participant whom the Committee determines is or may become a “covered employee” within the meaning of Section 162(m) of the Code during the Performance Period or before payment of the Performance Award, each such Performance Award may, in the Committee’s sole discretion, be granted and administered to comply with the requirements of Section 162(m) of the Code. Each such Performance Award to a covered employee shall be confirmed by, and be subject to, a Performance Award agreement.

6.11.2 Establishment of Performance Goals. The Committee shall establish the Performance Goals for Performance Awards. The Committee shall determine the extent to which any Performance Criteria shall be used and weighted in determining Performance Awards. The Committee may increase, but not decrease, any Performance Goal during a Performance Period for any “covered employee” within the meaning of Section 162(m) of the Code. The Performance Goals for any Performance Award for any such “covered employee” shall be made not later than 90 days after the start of the Performance Period to which the Performance Award relates and (for Performance Periods shorter than one year) prior to the completion of 25 percent (25%) of such period.

6.11.3 No Discretion to Increase Performance Awards. The Committee shall establish for each Performance Award the amount of Common Stock payable at specified levels of performance, based on the Performance Goal for each Performance Criteria. The Committee shall make all determinations regarding the achievement of any Performance Goals. The Committee may not increase the Common Stock that would otherwise be payable upon achievement of the Performance Goal or Goals, but may reduce or eliminate the payments, except as provided in the terms of the Performance Award.

6.11.4 Certification of Achievement of Performance Goals. The actual payments of Common Stock to a Participant under a Performance Award will be calculated by applying the achievement of Performance Criteria to the Performance Goal. In the case of any Performance Award to a “covered employee” within the meaning of Section 162(m) of the Code, the Committee shall make all calculation of actual payments of Common Stock and shall certify in writing prior to the payment of the Performance Award the extent, if any, to which the Performance Goals have been met; provided, however, that the Committee shall not be required to certify the extent to which the Performance Goals have been met if the payments under the Performance Award are attributable solely to the increase in the price of the Common Stock.

6.11.5 Timing of Payment of Performance Awards. Payment of earned Performance Awards shall be made in accordance with terms and conditions prescribed or authorized by the Committee. The Committee may permit the Participants to elect to defer, or the Committee may require the deferral of, the receipt of Performance Awards upon such terms as the Committee deems appropriate.

6.12 Authority of the Committee. Subject to the provisions of Section 9, the Committee shall have the authority, either generally or in any particular instance, to waive compliance by a Participant with any obligation to be performed by him under an Award and to waive any condition or provision of an Award, except that the Committee may not (a) increase the total number of shares covered by any Incentive Stock Option (except in accordance with Section 7), (b) reduce the exercise price per share of any Incentive Stock Option (except in accordance with Section 7) or (c) extend the term of any Incentive Stock Option to more than ten years. Any such waiver by the Committee in any particular instance shall not be construed as a bar, waiver or other limit of any other right with respect to any other instance.

6.13 Listing of Common Stock, Withholding and Other Legal Requirements. The Company shall not be obligated to deliver any Common Stock until all federal, state and international laws and regulations which the Company may deem applicable have been complied with, nor, in the event the outstanding Common Stock is at the time listed upon any stock exchange, until the stock to be delivered has been listed or authorized to be added to the list upon official notice of issuance to such exchange. In addition, if the shares of Common Stock subject to any Award have not been registered in accordance with the Securities Act of 1933, as amended, the Company may require the person or persons who wishes or wish to exercise such Award to make such representation or agreement with respect to the sale of Common Stock acquired on exercise of the Award as will be sufficient, in the opinion of the Company’s counsel, to avoid violation of said Act, and may also require that the certificates evidencing said Common Stock bear an appropriate restrictive legend.

7. Effect of Certain Transactions.

7.1 Changes to Common Stock. In the event of a stock dividend, stock split or other change in corporate structure or capitalization affecting the Common Stock that becomes effective after the adoption of the Plan by the Board of Directors, the Committee shall make appropriate adjustments in (i) the number and kind of shares of stock for which Awards may thereafter be granted hereunder, (ii) the number and kind of shares of stock remaining subject to each Award outstanding at the time of such change and (iii) the exercise price of each Award, if applicable. The Committee’s determination shall be binding on all persons concerned. References in the Plan to shares of Common Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.1.

7.2 Merger or Consolidation. Subject to any required action by the shareholders, if the Company shall be the surviving corporation in any merger or consolidation (other than a merger or consolidation in which the Company survives but in which a majority of its outstanding shares are converted into securities of another corporation or are exchanged for other consideration), any Award granted hereunder shall pertain and apply to the securities which a holder of the number of shares of stock of the Company then subject to the Award is entitled to receive, but a dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation or in which a majority of its outstanding shares are so converted or exchanged shall cause every Award hereunder to terminate; provided that if any such dissolution, liquidation, merger or consolidation is contemplated, the Company shall either (a) arrange for any corporation succeeding to the business and assets of the Company to issue to the Participants replacement Awards (which, in the case of Incentive Stock Options, satisfy, in the determination of the Committee, the requirements of Section 424 of the Code) on such corporation’s stock which will to the extent possible preserve the value of the outstanding Awards or (b) shall make the outstanding Awards fully exercisable or cause all of the applicable restrictions to which outstanding Stock Awards are subject to lapse, in each case, on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Committee, following the exercise of the Award or the issuance of shares of Common Stock, as the case may be, to participate as a shareholder in any such dissolution, liquidation, merger or consolidation and the Award will terminate upon consummation of any such transaction. The existence of the Plan shall not prevent any such change or other transaction and no Participant hereunder shall have any right except as herein expressly set forth. Notwithstanding the foregoing provisions of this Section 7.2, Awards subject to and intended to satisfy the requirements of Section 409A of the Code shall be construed and administered consistent with such intent.

8. Rights to a Service Relationship

Neither the adoption of the Plan nor any grant of Awards confers upon any employee, consultant or advisor of the Company or a Subsidiary, or any member of the Board of Directors, any right to the continuation of a Service Relationship with the Company or a Subsidiary, as the case may be, nor does it interfere in any way with the right of the Company or a Subsidiary to terminate the Service Relationship of any of those persons at any time.

9. Discontinuance, Cancellation, Amendment and Termination.

The Committee or the Board of Directors may at any time discontinue granting Awards under the Plan and, with the consent of the Participant, may at any time cancel an existing Award in whole or in part and grant another Award to the Participant for such number of shares as the Committee or the Board of Directors specifies. The Committee or the Board of Directors may at any time or times amend the Plan for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law or may at any time terminate the Plan as to any further grants of Awards; provided, however, that no such amendment shall without the approval of the shareholders of the Company (a) materially amend the Plan, (b) increase the Authorized Shares available under the Plan, (c) change the group of persons eligible to receive Awards under the Plan, (d) reprice any outstanding Options or Stock Appreciation Rights or reduce the price at which Options or Stock Appreciation Rights may be granted (including any tandem cancellation and regrant or any other amendment or action that would have substantially the same effect as reducing the exercise price of outstanding Options or Stock Appreciation Rights), (e) extend the time within which Awards may be granted, (f) alter the Plan in such a way that Incentive Stock Options granted or to be granted hereunder would not be considered incentive stock options under Section 422 of the Code, or (g) amend the provisions of this Section 9, and no such amendment shall adversely affect the rights of any Participant (without his consent) under any Award previously granted.

10. Effective Date and Term.

The Plan became effective immediately upon its approval by the shareholders of the Company at the Annual Meeting on May 7, 2003 (the “Effective Date”), and unless the Plan is sooner terminated by the Board of Directors, will remain in effect until the tenth anniversary of the Effective Date (the “Termination Date”). After the Termination Date, no Awards will be granted under the Plan, provided that Awards granted prior to the Termination Date may extend beyond that date. This amended and restated Plan shall take effect upon its approval by the shareholders of the Company at the Annual Meeting on May 3, 2007 (the “Amended and Restated Plan Effective Date”). Any amendment and/or restatement of the Plan made subsequent to the Amended and Restated Plan Effective Date shall become effective on the date of its adoption by the Committee or the Board of Directors, unless the Committee or the Board of Directors provide for such amendment or restatement to be effective as of a different date.

11. Liability of the Company.

By accepting any benefits under the Plan, each Participant and each person claiming under or through such Participant shall be conclusively deemed to have indicated acceptance and ratification to, and consented to, any action taken or made under the Plan by the Company, including, without limitation, the Board of Directors and the Committee. No Participant or any person claiming under or through a Participant shall have any right or interest, whether vested or otherwise, in the Plan or any Award hereunder, contingent or otherwise, unless and until such Participant shall have complied with all of the terms, conditions and provisions of the Plan and any Award agreement related thereto. Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers, employees or agents shall be liable to any Participant or any other person (a) if it is determined for any reason by the Internal Revenue Service or any court having jurisdiction that any Incentive Stock Option granted hereunder does not qualify for tax treatment as an “incentive stock option” under Section 422 of the Code or (b) by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.

12. Unfunded Plan.

Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are granted Awards, any such accounts will be used merely as an administrative convenience. Except for the holding of Restricted Stock in escrow, the Company shall not be required to segregate any assets that may at any time be represented by Awards, nor shall the Plan be construed as providing for such segregation, nor shall the Company, the Board of Directors or the Committee be deemed to be a trustee of Common Stock or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations that may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company.

13. Jurisdiction and Governing Law.

The parties submit to the exclusive jurisdiction and venue of the federal or state courts of The Commonwealth of Massachusetts to resolve issues that may arise out of or relate to the Plan or the same subject matter. The Plan shall be governed by the laws of The Commonwealth of Massachusetts, excluding its conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction.

14. Foreign Jurisdictions.

To the extent that the Committee determines that the material terms set by the Committee or imposed by the Plan preclude the achievement of the material purposes of the Plan in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those terms and provide for such additional terms and conditions as the Committee determines to be necessary, appropriate or desirable to accommodate differences in local law, policy or custom or to facilitate administration of the Plan. The Committee may adopt or approve sub-plans, appendices or supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary, appropriate or desirable, without thereby affecting the terms of the Plan as in effect for any other purpose. The special terms and any appendices, supplements, amendments, restatements or alternative versions, however, shall not include any provisions that are inconsistent with the terms of the Plan as then in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval by the shareholders. The Committee shall also have the authority and discretion to delegate the foregoing powers to appropriate officers of the Company.

EX-10.4

Exhibit 10.4

SETTLEMENT AGREEMENT

I. PARTIES

This Settlement Agreement (“Agreement”) is entered into between the United States of America (the “United States”), acting through the United States Department of Justice, and EMC Corporation (“EMC”), acting through its authorized representatives. The United States and EMC shall be referred to as the “Parties.”

II. PREAMBLE

As a preamble to this Agreement, the Parties agree to the following:

A. EMC is a provider of information infrastructure technology systems, software, and services, based in Hopkinton, Massachusetts.

B. On September 17, 2004, Norman Rille and Neal Roberts (“Relators”) filed a qui tam action in the United States District Court for the Eastern District of Arkansas (Western Division) captioned United States ex rel. Norman Rille and Neal Roberts v. Booz Allen et al., Civil Action 4:04CV00984 WRW (E.D.Ark.) (UNDER SEAL) (hereinafter the “Civil Action”). On December 1, 2006, Relators filed their Fourth Amended Complaint in the Civil Action, naming EMC as a defendant. On March 25, 2008, the United States filed a Notice of Intervention in the Civil Action. Thereafter, on June 6, 2008, the United States filed its Complaint In Intervention. On June 3, 2009, the Civil Action was transferred to the Eastern District of Virginia, where it was re-captioned United States ex rel. Norman Rille and Neal Roberts v. EMC, Case No. 1:09-cv-00628-GBL-TRJ.

C. The United States contends that it has certain civil claims, as specified in Paragraph 2, below, against EMC for allegedly engaging in the following conduct (hereinafter referred to as the “Covered Conduct”):

1. During the period January 1, 2000 through September 10, 2009, EMC paid finder’s fees, including fees paid through expense checks, and provided things of value through its Velocity Partner Program and predecessor programs for the purpose of improperly influencing the award of business to EMC in connection with federal contracts. As a result of this conduct, EMC presented and/or caused others to present false and/or inflated claims for payment for the sale of products and services to the United States.

2. During the period January 1, 1997 through February 28, 2009, EMC made false statements, through affirmative representations and omissions, regarding EMC’s method of pricing, the prices of EMC’s products and the discounts to other EMC customers, (i) to the General Services Administration (“GSA”) for the purpose of inducing GSA to award, modify and/or extend GSA MAS Contract No. GS-35F-0088K (the “GSA Contract”) to EMC; (ii) to the United States of America for the purpose of inducing it to award, modify and/or extend Basic Ordering Agreement 2002-W776200-000 (the “BOA”) to EMC; and (iii) in connection with the performance of the GSA Contract, and the BOA, including delivery orders, task orders, purchase orders, contracts and blanket purchase agreements based thereon for the purpose of inducing the purchase of EMC products and services.

3. During the period January 1, 1997 through December 3, 2009, EMC made false statements, through affirmative representations and omissions, regarding EMC’s method of pricing, the prices of EMC’s products and the discounts to other EMC customers, to the United States Postal Service (“USPS”) for the purpose of inducing USPS to award, modify and/or

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extend USPS Contract No. 1BCHSO-05-Q-2116 (the “USPS Contract”) to EMC; and in connection with the performance of the USPS Contract, including delivery orders, task orders, purchase orders, contracts and blanket purchase agreements based thereon for the purpose of inducing the purchase of EMC products and services.

4. During the period January 1, 1997 through February 28, 2009, in connection with the performance of the GSA Contract and the BOA, including delivery orders, task orders, purchase orders, contracts and blanket purchase agreements based thereon, EMC failed to price its products and services in accordance with the terms of those contract vehicles and governing regulations, including failing to price its products and services on a line-item basis, failing to conduct price comparisons, failing to provide federal customers with the same price offered to commercial end users purchasing similar quantities under similar terms and conditions, and failing properly to effect price reductions.

5. During the period January 1, 1997 through December 3, 2009, in connection with the performance of the USPS Contract, including delivery orders, task orders, purchase orders, contracts and blanket purchase agreements based thereon, EMC failed to price its products and services in accordance with the terms of those contract vehicles and governing regulations, including failing to price its products and services on a line-item basis, failing to conduct price comparisons, failing to provide federal customers with the same price offered to commercial end users purchasing similar quantities under similar terms and conditions, and failing properly to effect price reductions.

6. As a result of the conduct set forth above in paragraphs C.2 through C.5, EMC presented and/or caused others to present false and/or inflated claims for payment for the sale of products and services to the United States under the GSA Contract, the BOA and the USPS Contract, including delivery orders, task orders, purchase orders, contracts and blanket purchase agreements based thereon.

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D. This Agreement is made in compromise of disputed claims. EMC expressly denies each and every one of the contentions and claims of the United States that are set forth in Paragraph C above and the Civil Action, and expressly denies that it has engaged in any wrongful conduct in connection with the Covered Conduct or that it is liable under the False Claims Act, 31 U.S.C. §§ 3729-3733, the Anti-Kickback Act, 41 U.S.C. § 51 et seq., or any other civil, administrative or criminal cause of action with regard to such contentions or allegations. Nothing in this Agreement, or any obligation herein, or the fact of the settlement shall constitute, be construed to be, or be understood as an admission by EMC that it has violated or breached any act, law, regulation, obligation or contract or has engaged in any wrongdoing.

E. The Parties have negotiated a resolution of the disputed claims arising from the Covered Conduct to avoid the cost, distraction, delay, uncertainty and inconvenience of protracted litigation. The Parties have reached a settlement pursuant to the Terms and Conditions below.

III. TERMS AND CONDITIONS

1. EMC agrees to pay to the United States $87,500,000 (Eighty Seven Million Five Hundred Thousand Dollars) (the “Settlement Amount”) by electronic funds transfer pursuant to written instructions to be provided by the United States. EMC agrees to make this electronic funds transfer no later than ten (10) business days after the Effective Date of this Agreement or receipt of complete wiring instructions from the United States, whichever occurs later in time.

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2. Subject to the exceptions in Paragraph 4, below, in consideration of EMC’s obligations in this Agreement and conditioned upon EMC’s full payment of the Settlement Amount, the United States releases EMC and its current and former parents, subsidiaries, divisions and affiliates, and each of their past, present and future employees, officers, directors, agents, shareholders, insurers, attorneys, predecessors, successors, and assigns (collectively, the “EMC Released Parties”) from any civil or administrative monetary claims or causes of action that the United States has or may have against the EMC Released Parties for the Covered Conduct under the False Claims Act, 31 U.S.C. §§ 3729-3733, the Anti-Kickback Act, 41 U.S.C. § 51 et seq., the Contracts Disputes Act, 41 U.S.C. § 601 et seq., the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812, the Truth in Negotiations Act, 41 U.S.C. § 254b, or common law theories of breach of contract, payment by mistake, unjust enrichment and fraud, including fraud in the inducement and promissory fraud.

3. Notwithstanding any term of this Agreement, specifically reserved and excluded from the scope and terms of this Agreement as to any entity or person (including EMC and Relators) are the following claims of the United States:

a. Any civil, criminal, or administrative liability arising under Title 26, U.S. Code (Internal Revenue Code);

b. Any criminal liability;

c. Any administrative liability including the suspension and debarment rights of any federal agency;

d. Any liability to the United States (or its agencies) for any conduct other than the Covered Conduct;

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e. Any liability based upon such obligations as are created by this Agreement;

f. Any liability for express or implied warranty claims or other claims for defective or deficient products or services, including quality of goods and services;

g. Any liability for failure to deliver goods or services due.

4. EMC waives and shall not assert any defenses EMC may have to any criminal prosecution or administrative action relating to the Covered Conduct that may be based in whole or in part on a contention that, under the Double Jeopardy Clause in the Fifth Amendment of the Constitution, or under the Excessive Fines Clause in the Eighth Amendment of the Constitution, this Agreement bars a remedy sought in such criminal prosecution or administrative action. Nothing in this paragraph or any other provision of this Agreement constitutes an agreement by the United States concerning the characterization of the Settlement Amount for purposes of the Internal Revenue laws, Title 26 of the United States Code.

5. EMC fully and finally releases the United States, its agencies, employees, servants, and agents from any claims (including attorney’s fees, costs, and expenses of every kind and however denominated) that EMC has asserted, could have asserted, or may assert in the future against the United States, and its agencies, employees, servants, and agents, related to the Covered Conduct and the United States’ investigation and prosecution of the Civil Action.

6. EMC agrees to the following:

a. Unallowable Costs Defined: that all costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47) incurred by or on behalf of EMC, and its present or former officers, directors, employees, shareholders, and agents in connection with:

(1) the matters covered by this Agreement;

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(2) the United States’ audit(s) and civil investigation(s) of the matters covered by this Agreement;

(3) EMC’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees);

(4) the negotiation and performance of this Agreement;

(5) the payment EMC makes to the United States pursuant to this Agreement and any payments that EMC may make to Relators, including costs and attorneys fees, are “Unallowable Costs” for government contracting purposes (hereinafter referred to as “Unallowable Costs”).

b. Future Treatment of Unallowable Costs: Unallowable Costs will be separately determined and accounted for by EMC, and EMC shall not charge such Unallowable Costs directly or indirectly to any contracts with the United States.

c. Treatment of Unallowable Costs Previously Submitted for Payment: EMC further agrees that within 90 days of the Effective Date of this Agreement it shall identify any unallowable costs (as defined in this Paragraph) included in payments previously sought by EMC or any of its subsidiaries or affiliates from the United States. EMC agrees that the United States, at a minimum, shall be entitled to recoup from EMC any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs in any such payments. Any payments due shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by EMC or any of its subsidiaries or affiliates regarding any Unallowable Costs included in payments previously sought by EMC, or the effect of any such Unallowable Costs on the amount of such payments.

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d. Nothing in this Agreement shall constitute a waiver of the rights of the United States to audit, examine, or re-examine EMC’s books and records to determine that no Unallowable Costs have been claimed in accordance with the provisions of this Paragraph.

7. This Agreement is intended to be for the benefit of the Parties only. Except as expressly provided to the contrary in this Agreement, the Parties do not release any claims against any other person or entity.

8. EMC warrants that it has reviewed its financial situation and that it currently is solvent within the meaning of 11 U.S.C. §§ 547(b)(3) and 548(a)(1)(B)(ii)(I), and shall remain solvent following payment to the United States of the Settlement Amount. Further, the Parties warrant that, in evaluating whether to execute this Agreement, they (a) have intended that the mutual promises, covenants, and obligations set forth constitute a contemporaneous exchange for new value given to EMC, within the meaning of 11 U.S.C. § 547(c)(1), and (b) conclude that these mutual promises, covenants, and obligations do, in fact, constitute such a contemporaneous exchange. Further, the Parties warrant that the mutual promises, covenants, and obligations set forth herein are intended to and do, in fact, represent a reasonably equivalent exchange of value that is not intended to hinder, delay, or defraud any entity to which EMC was or became indebted to on or after the date of this transfer, within the meaning of 11 U.S.C. § 548(a)(1).

9. Within five (5) business days of the United States’ receipt of the Settlement Amount, the United States shall file in the Civil Action a Joint Stipulation of Dismissal with prejudice of the Civil Action pursuant to the terms of the Agreement.

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10. Except as expressly provided to the contrary in this Agreement, the United States and EMC each shall bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement.

11. EMC represents that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever.

12. This Agreement is governed by the laws of the United States. The Parties agree that the exclusive jurisdiction and venue for any dispute arising between and among the Parties under this Agreement is the United States District Court for the Eastern District of Virginia.

13. For purposes of construction, this Agreement shall be deemed to have been drafted by all Parties to this Agreement and shall not, therefore, be construed against any Party for that reason in any subsequent dispute.

14. This Agreement constitutes the complete agreement between the Parties. This Agreement may not be amended except by written consent of the Parties.

15. The individuals signing this Agreement on behalf of EMC represent and warrant that they are authorized by EMC to execute this Agreement. The United States signatories represent that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement.

16. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same Agreement.

17. This Agreement is binding on EMC’s successors, transferees, heirs, and assigns.

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18. EMC consents to the United States’ disclosure of this Agreement, and information about this Agreement, to the public.

19. This Agreement is effective on the date of signature by the last signatory to the Agreement (the “Effective Date of this Agreement”). Facsimiles or scanned PDFs of signatures shall constitute acceptable, binding signatures for purposes of this Agreement.

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	THE UNITED STATES OF AMERICA
DATED: May 4, 2010	BY:	/s/ Carolyn G. Mark
		Carolyn G. Mark
		Senior Trial Attorney
		Commercial Litigation Branch
		Civil Division
		United States Department of Justice

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	EMC Corporation
DATED:	BY:	/s/ Paul T. Dacier
		Paul T. Dacier
		Executive Vice President & General Counsel
DATED: May 4, 2010	BY:	/s/ Mitchell S. Ettinger
		Counsel for EMC

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Joseph M. Tucci, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EMC Corporation (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 7, 2010	/s/ JOSEPH M. TUCCI
	Joseph M. Tucci
	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, David I. Goulden, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of EMC Corporation (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 7, 2010	/s/ DAVID I. GOULDEN
	David I. Goulden
	Executive Vice President and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph M. Tucci, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Quarterly Report on Form 10-Q of EMC Corporation for the quarter ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EMC Corporation.

/s/ JOSEPH M. TUCCI

Joseph M. Tucci

Chairman, President and Chief Executive Officer

May 7, 2010

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. This certification shall not be deemed incorporated by reference in any filing under the Securities Act or Exchange Act, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David I. Goulden, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Quarterly Report on Form 10-Q of EMC Corporation for the quarter ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EMC Corporation.

/s/ DAVID I. GOULDEN

David I. Goulden

Executive Vice President and Chief Financial Officer

May 7, 2010

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. This certification shall not be deemed incorporated by reference in any filing under the Securities Act or Exchange Act, except to the extent that the Company specifically incorporates it by reference.