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, 2012

OR

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

For the 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	(I.R.S. Employer
incorporation or organization)	Identification Number)
176 South Street Hopkinton, Massachusetts (Address of principal executive offices)	01748 (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, 2012 was 2,099,710,476.

EMC CORPORATION

	Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at March 31, 2012 and December 31, 2011		3
Consolidated Income Statements for the Three Months Ended March 31, 2012 and 2011		4
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011		5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011		6
Consolidated Statements of Shareholders’ Equity for the Three Months Ended March  31, 2012 and 2011		7
Notes to Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		33
Item 4. Controls and Procedures		33
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		44
Item 3. Defaults Upon Senior Securities		44
Item 4. Mine Safety Disclosures		44
Item 5. Other Information		44
Item 6. Exhibits		44
SIGNATURES		45
EXHIBIT INDEX		46

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, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,671,175		$	4,531,036
Short-term investments		1,667,780			1,786,987
Accounts and notes receivable, less allowance for doubtful accounts of $68,647 and $61,804		2,661,923			2,937,499
Inventories		1,034,250			1,009,968
Deferred income taxes		750,172			733,308
Other current assets		514,950			583,885
Total current assets		11,300,250			11,582,683
Long-term investments		4,539,588			4,525,106
Property, plant and equipment, net		2,879,264			2,833,149
Intangible assets, net		1,713,829			1,766,115
Goodwill		12,216,710			12,154,970
Other assets, net		1,335,607			1,406,156
Total assets	$	33,985,248		$	34,268,179
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	922,624		$	1,101,659
Accrued expenses		2,246,253			2,354,979
Notes converted and payable (See Note 4)		14,046			1,699,832
Income taxes payable		24,253			155,909
Convertible debt (See Note 4)		1,606,675			1,605,142
Deferred revenue		4,073,273			3,458,689
Total current liabilities		8,887,124			10,376,210
Income taxes payable		233,352			238,851
Deferred revenue		2,723,353			2,715,361
Deferred income taxes		605,320			603,398
Other liabilities		297,115			287,912
Total liabilities		12,746,264			14,221,732
Convertible debt (See Note 4)		103,646			119,325
Commitments and contingencies (See Note 14)
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 2,099,710 and 2,048,890 shares		20,997			20,489
Additional paid-in capital		3,512,585			3,052,932
Retained earnings		16,707,463			16,120,621
Accumulated other comprehensive loss, net		(185,692	)		(235,009	)
Total EMC Corporation’s shareholders’ equity		20,055,353			18,959,033
Non-controlling interest in VMware, Inc.		1,079,985			968,089
Total shareholders’ equity		21,135,338			19,927,122
Total liabilities and shareholders’ equity	$	33,985,248		$	34,268,179

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, 2012			March 31, 2011
Revenues:
Product sales	$	3,068,857		$	2,931,259
Services		2,025,521			1,676,359
		5,094,378			4,607,618
Costs and expenses:
Cost of product sales		1,301,550			1,320,488
Cost of services		679,611			588,079
Research and development		587,817			502,108
Selling, general and administrative		1,650,197			1,495,931
Restructuring and acquisition-related charges		25,893			26,893
Operating income		849,310			674,119
Non-operating income (expense):
Investment income		29,452			38,227
Interest expense		(18,183	)		(44,979	)
Other expense, net		(43,690	)		(43,174	)
Total non-operating expense		(32,421	)		(49,926	)
Income before provision for income taxes		816,889			624,193
Income tax provision		190,910			121,639
Net income		625,979			502,554
Less: Net income attributable to the non-controlling interest in VMware,
Inc.		(39,137	)		(25,406	)
Net income attributable to EMC Corporation	$	586,842		$	477,148
Net income per weighted average share, basic attributable to EMC
Corporation common shareholders	$	0.28		$	0.23
Net income per weighted average share, diluted attributable to EMC
Corporation common shareholders	$	0.27		$	0.21
Weighted average shares, basic		2,067,828			2,066,136
Weighted average shares, diluted		2,201,933			2,258,278

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

4

EMC CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	For the Three Months Ended
	March 31, 2012			March 31, 2011
Net income	$	625,979		$	502,554
Other comprehensive income (loss), net of taxes (benefits):
Foreign currency translation adjustments		14,986			19,143
Changes in market value of investments:
Changes in unrealized gains, net of taxes of $13,045 and $8,959		25,862			20,733
Less: reclassification adjustment for net gains realized in net income, net of taxes of $1,650 and $1,257		(903	)		(5,446	)
Net change in market value of investments		24,959			15,287
Changes in market value of derivatives:
Changes in market value of derivatives, net of taxes of $5,928 and $3,392		10,001			(3,560	)
Less: reclassification adjustment for net losses included in net income, net of tax benefits of $(5) and $(1,109)		33			7,766
Net change in the market value of derivatives		10,034			4,206
Other comprehensive income		49,979			38,636
Comprehensive income		675,958			541,190
Less: Net income attributable to the non-controlling interest in VMware, Inc.		(39,137	)		(25,406	)
Less: Other comprehensive income attributable to the non-controlling interest in VMware, Inc.		(662	)		(2,922	)
Comprehensive income attributable to EMC Corporation	$	636,159		$	512,862

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

5

EMC CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Three Months Ended
	March 31, 2012			March 31, 2011
Cash flows from operating activities:
Cash received from customers	$	6,023,588		$	5,392,175
Cash paid to suppliers and employees		(4,114,849	)		(4,009,553	)
Dividends and interest received		18,483			33,927
Interest paid		(1,342	)		(4,749	)
Income taxes paid		(237,692	)		(277,023	)
Net cash provided by operating activities		1,688,188			1,134,777
Cash flows from investing activities:
Additions to property, plant and equipment		(153,631	)		(165,525	)
Capitalized software development costs		(105,848	)		(111,993	)
Purchases of short- and long-term available-for-sale securities		(1,585,822	)		(1,601,241	)
Sales of short- and long-term available-for-sale securities		1,439,393			1,341,335
Maturities of short- and long-term available-for-sale securities		273,982			261,228
Business acquisitions, net of cash acquired		(102,105	)		(14,950	)
Decrease (increase) in strategic and other related investments		10,100			(198,049	)
Other, net		5,000			(45,000	)
Net cash used in investing activities		(218,931	)		(534,195	)
Cash flows from financing activities:
Issuance of EMC’s common stock from the exercise of stock options		180,189			224,347
Issuance of VMware’s common stock from the exercise of stock options		111,041			90,171
EMC repurchase of EMC’s common stock		—			(868,065	)
EMC purchase of VMware’s common stock		(39,993	)		(38,000	)
VMware repurchase of VMware’s common stock		—			(147,729	)
Excess tax benefits from stock-based compensation		106,024			109,008
Payment of long-term and short-term obligations		(355	)		(11	)
Proceeds from long-term and short-term obligations		2,742			294
Payment of convertible debt		(1,699,816	)		—
Net cash used in financing activities		(1,340,168	)		(629,985	)
Effect of exchange rate changes on cash and cash equivalents		11,050			12,597
Net increase (decrease) in cash and cash equivalents		140,139			(16,806	)
Cash and cash equivalents at beginning of period		4,531,036			4,119,138
Cash and cash equivalents at end of period	$	4,671,175		$	4,102,332
Reconciliation of net income to net cash provided by operating activities:
Net income	$	625,979		$	502,554
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		367,453			339,272
Non-cash interest expense on convertible debt		9,323			26,291
Non-cash restructuring and other special charges		4,477			382
Stock-based compensation expense		200,572			212,265
Provision for doubtful accounts		9,472			6,415
Deferred income taxes, net		(52,320	)		(10,834	)
Excess tax benefits from stock-based compensation		(106,024	)		(109,008	)
Other, net		(8,987	)		(8,316	)
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable		299,977			223,464
Inventories		(96,249	)		(102,729	)
Other assets		(19,580	)		(127,747	)
Accounts payable		(28,686	)		(136,802	)
Accrued expenses		(167,584	)		(121,190	)
Income taxes payable		5,538			(144,550	)
Deferred revenue		619,761			554,678
Other liabilities		25,066			30,632
Net cash provided by operating activities	$	1,688,188		$	1,134,777

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

6

EMC CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(unaudited)

For the three months ended March 31, 2012:

	Common Stock				Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Non-controlling Interest in VMware			Shareholders’ Equity
	Shares		Par Value
Balance, January 1, 2012		2,048,890	$	20,489	$	3,052,932		$	16,120,621	$	(235,009	)	$	968,089		$	19,927,122
Stock issued through stock option and stock purchase plans		15,145		152		180,037			—		—			—			180,189
Tax benefit from stock options exercised		—		—		143,182			—		—			—			143,182
Restricted stock grants, cancellations and withholdings, net		3,330		33		(47,708	)		—		—			—			(47,675	)
EMC purchase of VMware stock		—		—		(34,485	)		—		—			(5,508	)		(39,993	)
Stock-based compensation		—		—		203,043			—		—			—			203,043
Impact from equity transactions of VMware, Inc.		—		—		930			—		—			77,605			78,535
Change in market value of investments		—		—		—			—		24,464			495			24,959
Change in market value of derivatives		—		—		—			—		9,867			167			10,034
Translation adjustment		—		—		—			—		14,986			—			14,986
Convertible debt conversions and warrant settlement		32,345		323		(1,025	)		—		—			—			(702	)
Reclassification of convertible debt (to)/from mezzanine (Note 4)		—		—		15,679			—		—			—			15,679
Net income		—		—		—			586,842		—			39,137			625,979
Balance, March 31, 2012		2,099,710	$	20,997	$	3,512,585		$	16,707,463	$	(185,692	)	$	1,079,985		$	21,135,338

For the three months ended March 31, 2011:

	Common Stock						Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Non-controlling Interest in VMware			Shareholders’ Equity
	Shares			Par Value
Balance, January 1, 2011		2,069,246		$	20,692		$	3,816,681		$	13,659,284	$	(92,617	)	$	762,736		$	18,166,776
Stock issued through stock option and stock purchase plans		18,423			184			224,163			—		—			—			224,347
Tax benefit from stock options exercised		—			—			147,810			—		—			—			147,810
Restricted stock grants, cancellations and withholdings, net		2,950			30			(45,992	)		—		—			—			(45,962	)
Repurchase of common stock		(33,051	)		(330	)		(867,735	)		—		—			—			(868,065	)
EMC purchase of VMware stock		—			—			(33,944	)		—		—			(4,056	)		(38,000	)
Stock-based compensation		—			—			226,222			—		—			—			226,222
Impact from equity transactions of VMware, Inc.		—			—			(69,846	)		—		—			18,759			(51,087	)
Change in market value of investments		—			—			—			—		12,365			2,922			15,287
Change in market value of derivatives		—			—			—			—		4,206			—			4,206
Translation adjustment		—			—			—			—		19,143			—			19,143
Reclassification of convertible debt (to)/from mezzanine (Note 4)		—			—			29,363			—		—			—			29,363
Net income		—			—			—			477,148		—			25,406			502,554
Balance, March 31, 2011		2,057,568		$	20,576		$	3,426,722		$	14,136,432	$	(56,903	)	$	805,767		$	18,332,594

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, solutions and services.

EMC’s Information Infrastructure business provides a foundation for organizations to store, manage, protect, analyze and secure their vast and ever-increasing quantities of information, improve business agility, lower cost of ownership and enhance their competitive advantage within traditional data centers, virtual data centers and cloud-based IT infrastructures. EMC’s Information Infrastructure business comprises three segments – Information Storage, RSA Information Security and Information Intelligence Group.

EMC’s VMware Virtual Infrastructure business, which is represented by EMC’s majority equity stake in VMware, Inc. (“VMware”), is the leader in virtualization and virtualization-based cloud infrastructure solutions utilized by businesses to help them transform the way they build, deliver and consume IT resources in a manner that is evolutionary and based on their specific needs. VMware’s virtualization 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 (“GAAP”) 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, 2011 which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2012.

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, 2012 and 2011.

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 2013 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.

Reclassifications

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

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased disclosures regarding valuation inputs and investment categorization. The adoption of this new accounting guidance in 2012 did not have a material impact on our consolidated financial position, results of operations or cash flows.

8

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2.  Non-controlling Interest in VMware, Inc.

The non-controlling interests’ share of equity in VMware is reflected as Non-controlling interest in VMware, Inc. in the accompanying consolidated balance sheets and was $1,080.0 million and $805.8 million as of March 31, 2012 and 2011, respectively. At March 31, 2012, EMC held approximately 97% of the combined voting power of VMware’s outstanding common stock and approximately 79% of the economic interest in VMware.

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

	For the Three Months Ended
	March 31, 2012			March 31, 2011
Net income attributable to EMC Corporation	$	586,842		$	477,148
Transfers (to) from the non-controlling interest in VMware, Inc.:
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity issuances		37,982			35,069
Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other equity activity		(37,052	)		(104,915	)
Net transfers (to) from non-controlling interest		930			(69,846	)
Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.	$	587,772		$	407,302

3.  Acquisitions

During the three months ended March 31, 2012, we acquired all of the outstanding capital stock of Likewise Software, a provider of technology for managing cross-platform access to data files and software for managing unstructured data, and Pivotal Labs, a provider of services and technology to build Big Data applications. These acquisitions complement and expand our Information Storage segment. The aggregate cash consideration for these two acquisitions was $102.1 million, net of cash acquired. The consideration paid was allocated to the fair value of the assets acquired and liabilities assumed based on estimated fair values as of the respective acquisition dates. The aggregate allocation to goodwill, intangibles and net assets was approximately $61.7 million, $33.3 million and $7.1 million, respectively. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. 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 the aggregate, to our consolidated results of operations for the three months ended March 31, 2012 or 2011.

4.  Convertible Debt

In November 2006, we issued our $1,725 million 1.75% convertible senior notes due 2011 (the “2011 Notes”) and our $1,725 million 1.75% convertible senior notes due 2013 (the “2013 Notes”) for total gross proceeds of $3.45 billion. The 2011 Notes and 2013 Notes are senior unsecured obligations and rank equally with all other existing and future senior unsecured debt.

The 2011 Notes matured and a majority of the noteholders exercised their right to convert the outstanding 2011 Notes at the end of 2011. Pursuant to the settlement terms, the majority of the converted 2011 Notes were not settled until January 9, 2012. At that time, we paid the noteholders $1,699.8 million in cash for the outstanding principal and 29.5 million shares for the $661.4 million excess of the conversion value over the principal amount, as prescribed by the terms of the 2011 Notes.

The holders of the 2013 Notes may convert their 2013 Notes at their option on any day prior to the close of business on the scheduled trading day immediately preceding September 1, 2013 only under the following circumstances: (1) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the price per 2013 Note for each day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such day; (2) during any calendar quarter, if the last reported sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; or (3) upon the occurrence of certain events specified in the 2013 Notes. Additionally, the 2013 Notes will become convertible during the last three months prior to their maturity.

9

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Upon conversion, we will pay cash up to the principal amount of the debt converted. With respect to any conversion value in excess of the principal amount of the 2013 Notes converted, we have the option to settle the excess with cash, shares of our common stock, or a combination of cash and shares of our common stock based on a daily conversion value, determined in accordance with the indenture, calculated on a proportionate basis for each day of the relevant 20-day observation period. The initial conversion rate for the 2013 Notes will be 62.1978 shares of our common stock per one thousand dollars of principal amount of 2013 Notes, which represents a 27.5% conversion premium from the date the 2013 Notes were issued and is equivalent to a conversion price of approximately $16.08 per share of our common stock. The conversion price is subject to adjustment in some events as set forth in the indenture. In addition, if a “fundamental change” (as defined in the indenture) occurs prior to the maturity date, we will in some cases increase the conversion rate for a holder of 2013 Notes that elects to convert its 2013 Notes in connection with such fundamental change.

At March 31, 2012, the contingent conversion thresholds on the 2013 Notes were exceeded. As a result, the 2013 Notes became convertible at the option of the holder through June 30, 2012. Accordingly, since the terms of the 2013 Notes require the principal to be settled in cash, we reclassified from shareholders’ equity the portion of the 2013 Notes attributable to the conversion feature which had not yet been accreted to its face value, and the 2013 Notes were classified as a current liability. Contingencies continue to exist regarding the holders’ ability to convert the 2013 Notes in future quarters. The determination of whether the 2013 Notes are convertible will be performed on a quarterly basis. Consequently, the 2013 Notes might not be convertible in future quarters and therefore the 2013 Notes may be reclassified as long-term debt if the contingent conversion thresholds are not met. Approximately $14.7 million of the 2013 Notes have been converted as of March 31, 2012.

The carrying amount of the 2013 Notes reported in the consolidated balance sheets as of March 31, 2012 was $1,710.3 million and the fair value was $3,191.9 million. The carrying amount of the equity component of the 2013 Notes was $279.2 million at March 31, 2012. As of March 31, 2012, the unamortized discount on the 2013 Notes consists of $103.6 million, which will be fully amortized by December 1, 2013.

The 2013 Notes pay interest in cash at a rate of 1.75% semi-annually in arrears on December 1 and June 1 of each year. The effective interest rate on the 2011 Notes and 2013 Notes was 5.6% for both the three months ended March 31, 2012 and 2011.

The following table represents the key components of our interest expense on convertible debt (table in thousands):

	For the Three Months Ended
	March 31, 2012		March 31, 2011
Contractual interest expense on the coupon	$	7,523	$	15,094
Amortization of the discount component recognized as interest expense		14,700		29,363
Total interest expense on the convertible debt	$	22,223	$	44,457

In connection with the issuance of the 2011 Notes and 2013 Notes, we entered into separate convertible note hedge transactions with respect to our common stock (the “Purchased Options”). The Purchased Options allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would pay to the holders of the 2011 Notes and 2013 Notes upon conversion. The Purchased Options will cover, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock. We paid an aggregate amount of $669.1 million of the proceeds from the sale of the 2011 Notes and 2013 Notes for the Purchased Options that was recorded as additional paid-in-capital in shareholders’ equity. In the fourth quarter of 2011, we exercised 107.5 million of the Purchased Options in conjunction with the planned settlements of the 2011 Notes, and we received 29.5 million shares of net settlement on January 9, 2012, representing the excess conversion value of the options. The remaining 107.5 million of the Purchased Options expire on December 1, 2013.

We also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. We received aggregate proceeds of $391.1 million from the sale of the associated warrants. Upon exercise, the value of the warrants is required to be settled in shares. Half of the associated warrants were exercised between February 15, 2012 and March 14, 2012 and the remaining half of the associated warrants have expiration dates between February 18, 2014 and March 18, 2014. During the three months ended March 31, 2012, the exercised warrants were settled with 32.3 million shares of our common stock.

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The Purchased Options and associated warrants will generally have the effect of increasing the conversion price of the 2013 Notes to approximately $19.55 per share of our common stock, representing an approximate 55% conversion premium based on the closing price of $12.61 per share of our common stock on November 13, 2006, which was the issuance date of the 2013 Notes.

In 2010, EMC entered into interest rate swap contracts with an aggregate notional amount of approximately $900 million. These swaps were designated as cash flow hedges of the semi-annual interest payments of the forecasted issuance of debt in 2011 when our 2011 Notes were scheduled to become due. As such, the unrealized loss on these hedges was recognized in other comprehensive loss until the underlying exposure was realized. In November 2011, we settled these swaps and replaced them with new interest rate swap contracts for the forecasted issuance of debt in 2012. The notional amount and other terms match the underlying hedged item and both the original and the new swaps were deemed as effective hedges. As such, the unrealized loss on these new hedges at March 31, 2012 was recorded in other comprehensive loss. The realized loss on the replaced interest rate swap contracts was $141.0 million at the time of settlement. Since we intend to issue debt in 2012, this loss will be realized over the life of the new debt issued under the related interest rate swap contracts and recognized as a component of interest expense in the consolidated income statements.

5.  Fair Value of Financial Assets and Liabilities

Our fixed income and equity investments 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 fixed income securities are classified as Level 2, with the exception of some of our U.S. government and agency obligations and our investments in publicly traded equity securities, which are classified as Level 1, and all of our auction rate securities, which are classified as Level 3. In addition, our strategic investments held at cost are classified as Level 3. At March 31, 2012, the vast majority of our Level 2 securities 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 fixed income 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 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. Our publicly traded equity securities are classified as long-term investments and our strategic investments held at cost are classified as other assets. As a result of the lack of liquidity for auction rate securities, we have classified these as long-term investments as of March 31, 2012 and December 31, 2011. At March 31, 2012 and December 31, 2011, all of our short- and long-term investments, excluding auction rate securities, were recognized at fair value, which was determined based upon observable inputs from our pricing vendors for identical or similar assets. At March 31, 2012 and December 31, 2011, auction rate securities were valued using a discounted cash flow model.

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The following tables summarize the composition of our short- and long-term investments at March 31, 2012 and December 31, 2011 (tables in thousands):

	March 31, 2012
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,212,101	$	10,111	$	(1,680	)	$	2,220,532
U.S. corporate debt securities		1,371,048		11,498		(475	)		1,382,071
High yield corporate debt securities		451,107		21,441		(3,199	)		469,349
Asset-backed securities		42,766		105		(15	)		42,856
Municipal obligations		898,319		2,316		(655	)		899,980
Auction rate securities		82,675		—		(4,278	)		78,397
Foreign debt securities		1,026,224		6,708		(318	)		1,032,614
Total fixed income securities		6,084,240		52,179		(10,620	)		6,125,799
Publicly traded equity securities		58,059		23,510		—			81,569
Total	$	6,142,299	$	75,689	$	(10,620	)	$	6,207,368

We held approximately $1.0 billion in foreign debt securities at March 31, 2012. These securities have an average credit rating of AA-, and approximately 7% of these securities are deemed sovereign debt with an average credit rating of AA+. None of the securities deemed sovereign debt are from Greece, Italy, Ireland, Portugal or Spain. Additionally, we have an immaterial amount of exposure to French agencies and financial institutions.

	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,474,029	$	12,420	$	(1,488	)	$	2,484,961
U.S. corporate debt securities		1,400,373		9,953		(2,573	)		1,407,753
High yield corporate debt securities		442,723		12,498		(7,742	)		447,479
Asset-backed securities		29,101		72		(25	)		29,148
Municipal obligations		814,657		2,021		(597	)		816,081
Auction rate securities		82,900		—		(8,304	)		74,596
Foreign debt securities		984,696		5,185		(2,807	)		987,074
Total fixed income securities		6,228,479		42,149		(23,536	)		6,247,092
Publicly traded equity securities		58,199		6,802		—			65,001
Total	$	6,286,678	$	48,951	$	(23,536	)	$	6,312,093

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The following table represents our fair value hierarchy for our financial assets and liabilities measured at fair value as of March 31, 2012 (in thousands):

	Level 1		Level 2			Level 3		Total
Cash	$	1,821,521	$	—		$	—	$	1,821,521
Cash equivalents		2,796,165		53,489			—		2,849,654
U.S. government and agency obligations		1,130,349		1,090,183			—		2,220,532
U.S. corporate debt securities		—		1,382,071			—		1,382,071
High yield corporate debt securities		—		469,349			—		469,349
Asset-backed securities		—		42,856			—		42,856
Municipal obligations		—		899,980			—		899,980
Auction rate securities		—		—			78,397		78,397
Foreign debt securities		—		1,032,614			—		1,032,614
Publicly traded equity securities		81,569		—			—		81,569
Total cash and investments	$	5,829,604	$	4,970,542		$	78,397	$	10,878,543
Other items:
Strategic investments held at cost	$	—	$	—		$	203,847	$	203,847
Convertible debt		—		(3,191,887	)		—		(3,191,887	)
Foreign exchange derivative assets		—		42,778			—		42,778
Foreign exchange derivative liabilities		—		(32,291	)		—		(32,291	)
Commodity derivative liabilities		—		(5,410	)		—		(5,410	)
Interest rate swap contracts		—		(3,831	)		—		(3,831	)

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 $19.3 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.

To determine the estimated fair value of our investment in auction rate securities, we used a discounted cash flow model using a five year time horizon. As of March 31, 2012, the coupon rates used ranged from 1% to 5% and the discount rate was 1%, which rate represents the rate at which similar FFELP backed securities with a five year time horizon outside of the auction rate securities market were trading at March 31, 2012. 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 March 31, 2012 compared to 2% at December 31, 2011 due to the narrowing of credit spreads on AA-rated banks during 2012.

The following table provides a summary of changes in fair value of our Level 3 auction rate securities for the three months ended March 31, 2012 (table in thousands):

	Three Months Ended March 31, 2012
Balance, beginning of the period	$	74,596
Calls at par value		(225	)
Decrease in previously recognized unrealized losses included in other comprehensive income		4,026
Balance, end of the period	$	78,397

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Significant changes in the unobservable inputs discussed above could result in a significantly lower or higher fair value measurement. Generally, an increase in the discount rate, liquidity discount margin or coupon rate results in a decrease in our fair value measurement and a decrease in the discount rate, liquidity discount margin or coupon rate results in an increase in our fair value measurement.

We perform a fair value calculation of our strategic investments held at cost on a quarterly basis using the most currently available information. To determine the estimated fair value of our private strategic investments we use a combination of several valuation techniques including discounted cash flow models, acquisition comparables and trading comparables. In addition, we evaluate the impact of pre- and post-money valuations of recent financing events and the impact of those on our fully diluted ownership percentages, and we consider any available information regarding the issuer’s historical and forecasted performance as well as market comparables and conditions. The fair value of these investments is considered in our review for impairment if any events and changes in circumstances occur that might have a significant adverse effect on their value.

Investment Losses

Unrealized losses on investments at March 31, 2012 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	$	862,747	$	(1,651	)	$	1,482	$	(29	)	$	864,229	$	(1,680	)
U.S. corporate debt securities		254,514		(475	)		—		—			254,514		(475	)
High yield corporate debt securities		64,144		(2,818	)		1,689		(381	)		65,833		(3,199	)
Asset-backed securities		12,391		(14	)		5		(1	)		12,396		(15	)
Municipal obligations		287,508		(655	)		—		—			287,508		(655	)
Auction rate securities		—		—			78,397		(4,278	)		78,397		(4,278	)
Foreign debt securities		169,025		(318	)		—		—			169,025		(318	)
Total	$	1,650,329	$	(5,931	)	$	81,573	$	(4,689	)	$	1,731,902	$	(10,620	)

As of March 31, 2012, there were no publicly traded equity securities in a continuous unrealized loss position. For all of our securities for which the amortized cost basis was greater than the fair value at March 31, 2012, 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, third party guarantees and the time to maturity.

Contractual Maturities

The contractual maturities of fixed income securities held at March 31, 2012 are as follows (table in thousands):

	March 31, 2012
	Amortized Cost Basis		Aggregate Fair Value
Due within one year	$	1,658,223	$	1,662,038
Due after 1 year through 5 years		3,654,373		3,677,387
Due after 5 years through 10 years		440,857		456,844
Due after 10 years		330,787		329,530
Total	$	6,084,240	$	6,125,799

Short-term investments on the consolidated balance sheet include a $5.7 million variable rate note which has a contractual maturity in 2014, and is not classified within investments due within one year above.

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6.  Inventories

Inventories consist of (table in thousands):

	March 31, 2012		December 31, 2011
Work-in-process	$	512,119	$	492,064
Finished goods		522,131		517,904
	$	1,034,250	$	1,009,968

7.  Accounts and Notes Receivable and Allowance for Credit Losses

Our accounts and notes receivable are recorded at cost. The portion of our notes receivable due in one year or less are included in accounts and notes receivable and the long-term portion is included in other assets, net. Lease receivables arise from sales-type leases of products. We typically sell, without recourse, the contractual right to the lease payment stream and assets under lease to third parties. For certain customers, we retain the lease.

The contractual amounts due under the leases we retained as of March 31, 2012 were as follows (table in thousands):

Year	Contractual Amounts Due Under Leases
Due within one year	$	112,125
Due within two years		87,656
Due within three years		78,307
Thereafter		899
Total		278,987
Less amounts representing interest		(6,156	)
Present value		272,831
Current portion (included in accounts and notes receivable)		109,604
Long-term portion (included in other assets, net)	$	163,227

Subsequent to March 31, 2012, we sold $42.6 million of these notes to third parties without recourse.

We maintain an allowance for credit losses on our accounts and notes receivable. The allowance is based on the credit worthiness of our customers, including an assessment of the customer’s financial position, operating performance and their ability to meet their contractual obligation. We assess the credit scores for our customers each quarter. In addition, we consider our historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance account.

In the event we determine that a lease may not be paid, we include in our allowance an amount for the outstanding balance related to the lease receivable. As of March 31, 2012, amounts from lease receivables past due for more than 90 days were not significant.

The following table presents the activity of our allowance for credit losses related to lease receivables for the three months ended March 31, 2012 and 2011 (table in thousands):

	March 31, 2012			March 31, 2011
Balance, beginning of the period	$	24,247		$	44,661
Recoveries		(11,758	)		(14,332	)
Provisions		8,559			16,313
Balance, end of the period	$	21,048		$	46,642

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Gross lease receivables totaled $279.0 million and $277.7 million as of March 31, 2012 and 2011, respectively, before the allowance. The components of these balances were individually evaluated for impairment.

8.  Property, Plant and Equipment

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

	March 31, 2012			December 31, 2011
Furniture and fixtures	$	184,273		$	180,800
Equipment and software		4,851,949			4,680,118
Buildings and improvements		1,768,677			1,748,214
Land		117,790			117,513
Building construction in progress		146,650			146,650
		7,069,339			6,873,295
Accumulated depreciation		(4,190,075	)		(4,040,146	)
	$	2,879,264		$	2,833,149

Building construction in progress at March 31, 2012 includes $65.8 million for facilities not yet placed in service that we are holding for future use.

9.  Joint Ventures

VCE Company LLC

In 2009, Cisco and EMC formed VCE Company LLC (“VCE”). VMware and Intel are also investors in VCE. VCE, through Vblock infrastructure platforms, delivers an integrated IT offering that combines network, computing, storage, management, security and virtualization technologies for converged infrastructures and cloud based computing models. As of March 31, 2012, we have contributed $447.0 million in funding and $11.7 million in stock-based compensation to VCE since inception and own approximately 58% of VCE’s outstanding equity. In April 2012, EMC contributed an additional $94.7 million in funding to VCE.

We consider VCE a variable interest entity. Authoritative guidance related to variable interest entities states that the primary beneficiary of a variable interest entity must have both of the following characteristics: (a) the power to direct the activities of a variable interest entity that most significantly will impact the entity’s economic performance; and (b) the obligation to absorb losses that could be potentially significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Since the power to direct the activities of VCE which most significantly impact its economic performance are determined by its board of directors, which is comprised of equal representation of EMC and Cisco, and all significant decisions require the approval of the minority shareholders, we have determined we are not the primary beneficiary, and as such we account for the investment under the equity method.

Our portion of VCE’s gains and losses is recognized in other expense, net, in the consolidated income statements. Our consolidated share of VCE’s losses, based upon our portion of the overall funding, was approximately 63.2% for the three months ended March 31, 2012 and 58% for the three months ended March 31, 2011. As of March 31, 2012, we have recorded net accumulated losses from VCE of $308.8 million since inception, of which $55.5 million and $41.9 million were recorded in the three months ended March 31, 2012 and 2011, respectively.

We recognized $58.4 million and $22.3 million in revenue from sales of product and services to VCE during the three months ended March 31, 2012 and 2011, respectively. We perform certain administrative services, pursuant to an administrative services agreement, on behalf of VCE and we pay certain operating expenses on behalf of VCE. Accordingly, we have a receivable from VCE related to the administrative services agreement of $26.3 million and $27.0 million as of March 31, 2012 and December 31, 2011, respectively, which is included in other current assets in the consolidated balance sheets.

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10.   Accrued Expenses

Accrued expenses consist of (table in thousands):

	March 31, 2012		December 31, 2011
Salaries and benefits	$	851,581	$	961,587
Product warranties		263,181		254,554
Partner rebates		138,267		167,813
Restructuring, current (See Note 13)		62,896		61,541
Derivatives		40,185		50,963
Other		890,143		858,521
	$	2,246,253	$	2,354,979

Product Warranties

Systems sales include a standard product warranty. At the time of the sale, we accrue for systems’ warranty costs. The initial systems’ warranty accrual is based upon our historical experience, expected future costs and specific identification of systems’ requirements. Upon sale or expiration of the initial warranty, we may sell additional maintenance contracts to our customers. Revenue from these additional maintenance contracts is included in deferred revenue and recognized ratably over the service period. The following represents the activity in our warranty accrual for the three months ended March 31, 2012 and 2011 (table in thousands):

	For the Three Months Ended
	March 31, 2012			March 31, 2011
Balance, beginning of the period	$	254,554		$	236,131
Provision		48,253			45,825
Amounts charged to the accrual		(39,626	)		(38,322	)
Balance, end of the period	$	263,181		$	243,634

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.

11.   Income Taxes

Our effective income tax rates were 23.4% and 19.5% for the three months ended March 31, 2012 and 2011, 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, 2012 and 2011, 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; substantially all of our income before provision for income taxes from foreign operations has been earned by our Irish subsidiaries. We do not believe that any recent or currently expected developments in non-U.S. tax jurisdictions are reasonably likely to have a material impact on our effective rate.

The increase in the effective tax rate in 2012 compared to 2011 was due primarily to the expiration of the U.S. federal research and development tax credit for 2012 which negatively impacted the rate by 2.5 percentage points, and unfavorable discrete items.

We have concluded all U.S. federal income tax matters for years through 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

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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.

12.   Stockholders’ 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, 2012			March 31, 2011
Numerator:
Net income attributable to EMC Corporation	$	586,842		$	477,148
Incremental dilution from VMware		(2,891	)		(2,764	)
Net income – dilution attributable to EMC Corporation	$	583,951		$	474,384
Denominator:
Weighted average shares, basic		2,067,828			2,066,136
Weighted common stock equivalents		45,606			59,841
Assumed conversion of the 2013 Notes and associated warrants		88,499			132,301
Weighted average shares, diluted		2,201,933			2,258,278

Due to the cash settlement feature of the principal amount of the 2013 Notes, we only include the impact of the premium feature in our diluted earnings per share calculation when the 2013 Notes are convertible due to maturity or when the average stock price exceeds the conversion price of the 2013 Notes.

Concurrent with the issuance of the 2011 Notes and 2013 Notes, we also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. Half of the associated warrants were exercised during the three months ended March 31, 2012. We include the impact of the remaining outstanding sold warrants in our diluted earnings per share calculation when the average stock price exceeds the exercise price.

Restricted stock awards, restricted stock units and options to acquire shares of our common stock in the amount of 4.6 million and 15.9 million for the three months ended March 31, 2012 and 2011, 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 both authorized and unissued shares (including repurchased shares) for all issuances under our equity plans. In 2008, our Board of Directors authorized the repurchase of 250.0 million shares of our common stock. Of the 250.0 million shares authorized for repurchase, we have repurchased 195.8 million shares at a total cost of $3.7 billion, leaving a remaining balance of 54.2 million shares authorized for future repurchases. We did not repurchase any shares in the three months ended March 31, 2012. We plan to spend up to $700.0 million in 2012 on common stock repurchases.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Accumulated Other Comprehensive Loss

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

	March 31, 2012			December 31, 2011
Foreign currency translation adjustments	$	4,206		$	(10,780	)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(3,850) and $(8,492)		(6,770	)		(15,044	)
Unrealized gains on investments, net of taxes of $28,396 and $18,343		47,293			30,608
Unrealized losses on derivatives, net of tax benefits of $(56,287) and $(62,210)		(90,412	)		(100,446	)
Recognition of actuarial net loss from pension and other postretirement plans, net of tax benefits of $(81,798) and $(81,798)		(139,108	)		(139,108	)
		(184,791	)		(234,770	)
Less: accumulated other comprehensive income attributable to the non-controlling interest in VMware, Inc.		(901	)		(239	)
	$	(185,692	)	$	(235,009	)

13.   Restructuring and Acquisition-Related Charges

For the three months ended March 31, 2012 and 2011, we incurred restructuring and acquisition-related charges of $25.9 million and $26.9 million, respectively. For the three months ended March 31, 2012, we incurred $24.2 million of restructuring charges, primarily related to our current year restructuring program and $1.7 million of charges in connection with acquisitions for financial advisory, legal and accounting services. For the three months ended March 31, 2011, we incurred $23.3 million of restructuring charges, primarily related to our 2011 restructuring programs and $3.6 million of costs in connection with acquisitions for financial advisory, legal and accounting services.

In the first quarter of 2012, we implemented a restructuring program to create further operational efficiencies which will result in a workforce reduction of 298 positions. The actions will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions are expected to be completed by the end of 2012.

During 2011, we implemented separate restructuring programs to create further operational efficiencies which will result in a workforce reduction of 787 positions, of which 33 positions were identified in the three months ended March 31, 2011. The actions will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions are expected to be completed by the end of 2012.

For the three months ended March 31, 2012 and 2011, we recognized $3.7 million and $18.7 million, respectively, of lease termination costs for facilities vacated in the period in accordance with our plan as part of all of our restructuring programs. These costs are expected to be utilized by the end of 2015.

19

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The activity for the restructuring programs is presented below (tables in thousands):

Three Months Ended March 31, 2012

2012 Programs

Category	Beginning Balance		2012 Charges			Utilization			Balance as of March 31, 2012
Workforce reductions	$	—	$	23,348		$	(2,706	)	$	20,642
Consolidation of excess facilities		—		1,318			(710	)		608
Total	$	—	$	24,666		$	(3,416	)	$	21,250
Other Programs Category	Beginning Balance		Adjustments to the Provision			Utilization			Balance as of March 31, 2012
Workforce reductions	$	49,863	$	(2,876	)	$	(15,675	)	$	31,312
Consolidation of excess facilities and other contractual obligations		30,112		2,389			(4,320	)		28,181
Total	$	79,975	$	(487	)	$	(19,995	)	$	59,493

Three Months Ended March 31, 2011

Category	Beginning Balance		2011 Charges		Utilization			Balance as of March 31, 2011
Workforce reductions	$	53,946	$	4,640	$	(22,298	)	$	36,288
Consolidation of excess facilities and other contractual obligations		27,818		18,659		(10,561	)		35,916
Total	$	81,764	$	23,299	$	(32,859	)	$	72,204

14.   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, 2012, 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, 2012, we were in compliance with the covenants.

RSA Special Charge

In March 2011, RSA was the target of a sophisticated cyber attack which resulted in information related to RSA’s SecurID products being compromised. In the first quarter of 2011, we incurred and accrued costs associated with investigating the attack, hardening our systems and working with our customers to implement remediation programs. In the second quarter of 2011, we recorded a $66.3 million charge in cost of sales related to the expansion of the customer remediation programs. We expanded our customer remediation programs in June 2011 to respond to heightened customer concerns resulting from press coverage relating to an unsuccessful cyber attack on one of our defense sector customers, as well as broad media coverage of cyber attacks on other high profile organizations. At March 31, 2012, we had a remaining reserve of $44.0 million included in accrued liabilities on the consolidated balance sheet. We considered whether additional losses might result from the pending remediation efforts beyond our existing accrual and concluded that no additional material losses related to the remediation efforts are reasonably possible. We expect that the remediation efforts will be substantially completed by the end of the second quarter of 2012.

Litigation

We are involved in a variety of claims, demands, suits, investigations and proceedings 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 all currently pending matters, and such amounts are reflected in our consolidated financial

20

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

statements. These recorded amounts are not material to our consolidated financial position or results of operations and no additional material losses related to these pending matters are reasonably possible. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business, results of operations or financial condition. 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.

15.   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, Information Intelligence Group 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 corporate level. For the three segments within the EMC Information Infrastructure business, gross profit is the segment operating performance measure.

Our segment information for the three months ended March 31, 2012 and 2011 is as follows (tables in thousands, except percentages):

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
March 31, 2012
Revenues:
Product revenues	$	2,454,735		$	36,062		$	96,489		$	2,587,286		$	481,571		$	—		$	3,068,857
Services revenues		1,234,172			109,491			110,028			1,453,691			571,830			—			2,025,521
Total consolidated revenues		3,688,907			145,553			206,517			4,040,977			1,053,401			—			5,094,378
Cost of sales		1,629,038			55,932			73,155			1,758,125			128,185			94,851			1,981,161
Gross profit	$	2,059,869		$	89,621		$	133,362			2,282,852			925,216			(94,851	)		3,113,217
Gross profit percentage		55.8	%		61.6	%		64.6	%		56.5	%		87.8	%		—			61.1	%
Research and development											338,216			178,665			70,936			587,817
Selling, general and administrative											1,094,012			404,593			151,592			1,650,197
Restructuring and acquisition-related charges											—			—			25,893			25,893
Total costs and expenses											1,432,228			583,258			248,421			2,263,907
Operating income											850,624			341,958			(343,272	)		849,310
Other income (expense), net											(28,502	)		7,301			(11,220	)		(32,421	)
Income before provision for income taxes											822,122			349,259			(354,492	)		816,889
Income tax provision											220,453			62,969			(92,512	)		190,910
Net income											601,669			286,290			(261,980	)		625,979
Net income attributable to the non-controlling interest in VMware, Inc.											—			(58,588	)		19,451			(39,137	)
Net income attributable to EMC Corporation										$	601,669		$	227,702		$	(242,529	)	$	586,842

21

EMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	EMC Information Infrastructure
	Information Storage			Information Intelligence Group			RSA Information Security			EMC Information Infrastructure			VMware Virtual Infrastructure within EMC			Corp Reconciling Items			Consolidated
Three Months Ended:
March 31, 2011
Revenues:
Product revenues	$	2,384,011		$	41,132		$	87,180		$	2,512,323		$	418,936		$	—		$	2,931,259
Services revenues		1,055,466			110,043			87,074			1,252,583			423,776			—			1,676,359
Total consolidated revenues		3,439,477			151,175			174,254			3,764,906			842,712			—			4,607,618
Cost of sales		1,574,251			57,705			79,919			1,711,875			127,290			69,402			1,908,567
Gross profit	$	1,865,226		$	93,470		$	94,335			2,053,031			715,422			(69,402	)		2,699,051
Gross profit percentage		54.2	%		61.8	%		54.1	%		54.5	%		84.9	%		—			58.6	%
Research and development											298,133			123,661			80,314			502,108
Selling, general and administrative											1,005,264			334,589			156,078			1,495,931
Restructuring and acquisition-related charges											—			—			26,893			26,893
Total costs and expenses											1,303,397			458,250			263,285			2,024,932
Operating income											749,634			257,172			(332,687	)		674,119
Other income (expense), net											(23,993	)		1,524			(27,457	)		(49,926	)
Income before provision for income taxes											725,641			258,696			(360,144	)		624,193
Income tax provision											172,214			49,253			(99,828	)		121,639
Net income											553,427			209,443			(260,316	)		502,554
Net income attributable to the non-controlling interest in VMware, Inc.											—			(41,679	)		16,273			(25,406	)
Net income attributable to EMC Corporation										$	553,427		$	167,764		$	(244,043	)	$	477,148

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, 2012		March  31, 2011
United States	$	2,633,394	$	2,371,032
Europe, Middle East and Africa		1,464,292		1,386,783
Asia Pacific and Japan		711,693		595,064
Latin America, Mexico and Canada		284,999		254,739
Total	$	5,094,378	$	4,607,618

No country other than the United States accounted for 10% or more of revenues during the three months ended March 31, 2012 or 2011.

Long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets, in the United States were $3,631.2 million at March 31, 2012 and $3,622.8 million at December 31, 2011. Internationally, long-lived assets, excluding financial instruments and deferred tax assets, were $583.6 million at March 31, 2012 and $616.5 million at December 31, 2011. No country other than the United States accounted for 10% or more of total long-lived assets, excluding financial instruments and deferred tax assets, at March 31, 2012 or December 31, 2011.

22

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 segments: Information Storage, Information Intelligence and RSA Information Security. The objective for our EMC Information Infrastructure business is to simultaneously increase our market share, invest in the business and improve our financial returns. During 2012, we will continue to innovate and invest in expanding our total addressable market through internal research and development (“R&D”) and through acquisitions to capitalize on the continued expansion of enterprise data. We have developed a product portfolio with customers’ current and future needs in mind; these needs will continue to evolve as the largest transformation in information technology (“IT”) history creates enormous opportunities in three secular trends: Cloud Computing, Big Data and Trust.

Cloud Computing leverages an on-demand, self-managed, virtualized infrastructure to deliver IT-as-a-Service in a more efficient, flexible and cost-effective manner. While the fundamental transition to Cloud Computing architectures is gaining traction, customers are increasingly recognizing that their ability to compete is tied to the efficiency, flexibility and agility of their IT operations and that transitioning to a cloud-based architecture will be a key component to their success. We believe our offerings are well-suited to capitalize on this trend as it unfolds over the next several years. Big Data, which is a primary contributor to the pace of overall data growth, refers to the large repositories of corporate and external data, including unstructured information created by new applications (e.g. medical, entertainment, energy and geophysical), social media and other web repositories. With the continued growth of the investments we made in Big Data, we believe we are well-positioned in this market to continue assisting our customers in storing, managing and unlocking the value contained within this information. The successful transition to a model that leverages Cloud Computing and Big Data is dependent upon both the right infrastructure and the ability to build Trust into that infrastructure. Having a holistic and data-centric approach to security dangers is key to building Trust, and we have been at the forefront of this security trend. The new threat environment is transforming the way customers think about Trust, and we continue to build our data-centric approach to security to enable our customers to take full advantage of the benefits afforded by Cloud Computing and Big Data.

Our go-to-market model, where we continue to leverage our direct sales force and services organization, as well as our channel and services partners and service providers, positions us well for 2012 to help customers transition to Cloud Computing and benefit from Big Data. Additionally, momentum continues to build at VCE Company LLC, our joint venture with Cisco, and other investors VMware and Intel, as it becomes an important element of our go-to-market model, with their Vblock converged infrastructure product for building out cloud data centers.

VMware Virtual Infrastructure

VMware’s financial focus is on long-term revenue growth to generate cash flows to fund its expansion of industry segment share and evolve its virtualization-based products for data centers, desktop computers and cloud computing through a combination of internal development and acquisitions. VMware expects to grow its business by broadening its virtualization infrastructure software solutions technology and product portfolio, increasing product awareness, promoting the adoption of virtualization and building long-term relationships with its customers through the adoption of enterprise license agreements (“ELAs”). Since the introduction of VMware vSphere in 2009, VMware has introduced more products that build on the vSphere foundation including

23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

VMware vSphere 5 and a comprehensive suite of cloud infrastructure technologies, as well as VMware View 5. VMware plans to continue to introduce additional products in the future. Additionally, VMware has made, and expects to continue to make, acquisitions designed to strengthen its product offerings or extend its strategy to deliver solutions that can be hosted at customer data centers or at service providers.

On a consolidated basis, our best-of-breed offerings, wealth of experience and proven track record will allow us to leverage our strengths and position us to capitalize on the evolving trends of Cloud Computing, Big Data and Trust through 2012. As a result, we believe we will grow faster than the markets we serve in the remainder of 2012 while simultaneously investing in the business and growing earnings per share at a rate faster than the rate at which we will grow our revenue.

RESULTS OF OPERATIONS

Revenues

The following table presents revenue by our segments:

	For the Three Months Ended
	March  31, 2012		March  31, 2011
					$ Change			% Change
Information Storage	$	3,688.9	$	3,439.5	$	249.4			7.3	%
Information Intelligence Group		145.6		151.2		(5.6	)		(3.7	)
RSA Information Security		206.5		174.3		32.2			18.5
VMware Virtual Infrastructure		1,053.4		842.7		210.7			25.0
Total revenues	$	5,094.4	$	4,607.6	$	486.8			10.6	%

Consolidated product revenues increased 4.7% from $2,931.3 for the three months ended March 31, 2011 to $3,068.9 for the three months ended March 31, 2012. The consolidated product revenues increase was primarily driven by the Information Storage and VMware Virtual Infrastructure segments’ product revenues. The overall growth in product revenue was due to a continued higher demand for our IT infrastructure offerings to address the storage and virtualization needs for continued information growth, particularly as customers continue to build out their own data centers to develop and support their private or public cloud infrastructures.

The Information Storage segment’s product revenues increased 3.0% to $2,454.7 for the three months ended March 31, 2012. Within the high-end of the Information Storage segment, product revenues decreased 9.5% for the three months ended March 31, 2012, primarily due to the strong growth in the three months ended March 31, 2011 which was in turn primarily driven by the pent up demand associated with the introduction of FAST VP in conjunction with VMAX. Within the mid-tier of the Information Storage segment, which includes Unified products, Backup and Recovery Systems, EMC Isilon and EMC Atmos, product revenues increased 26.4% for the three months ended March 31, 2012, due to strong performance across the product groups. Our VNX family has brought in just under 6,000 new customers since it was introduced in the three months ended March 31, 2011. Our Backup and Recovery Systems division delivered strong year over year growth driven by the strong performance of our portfolio of backup products including EMC Data Domain and EMC Avamar, which continue to bring in new customers each quarter. EMC Isilon continues to play an important role among our mid-tier products with revenue almost doubling from the comparable period in 2011. Finally, our EMC Greenplum Big Data analytics solutions portfolio delivered strong year-over-year revenue growth as it continued to experience strong customer demand for its broad portfolio of services.

The VMware Virtual Infrastructure segment’s product revenues increased 15.0% to $481.6 for the three months ended March 31, 2012. VMware’s license revenues increased in the first quarter of 2012 primarily due to global demand for vSphere and continued interest in their management and automation solutions. For both the three months ended March 31, 2012 and 2011, ELAs comprised 22% of total sales.

The RSA Information Security segment’s product revenues increased 10.7% to $96.5 for the three months ended March 31, 2012. The increase in product revenues was primarily attributable to increased demand for our Identity Management and Protection and our Security Management and Compliance products. The growth for the three months ended March 31, 2012 was greater than the growth for the three months ended March 31, 2011 primarily due to a pause in SecurID shipments during the first quarter of 2011 as we reviewed and hardened our internal systems in response to a sophisticated cyber attack targeting RSA.

24

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

The Information Intelligence Group segment’s product revenues declined 12.3% to $36.1 for the three months ended March 31, 2012. The decrease in product revenues was primarily attributable to changing customer demand. The Information Intelligence Group segment continues to evolve to meet the buying preferences of today’s content management customers by transitioning to lighter-weight, content-enabled applications using modern virtualized frameworks.

Consolidated services revenues increased 20.8% from $1,676.4 for the three months ended March 31, 2011 to $2,025.5 for the three months ended March 31, 2012. The consolidated services revenues increase was primarily driven by the Information Storage and VMware Virtual Infrastructure segments’ services revenues where we continue to provide expertise to customers on effective ways to enable Cloud Computing and to leverage their Big Data assets.

The Information Storage segment’s services revenues increased 16.9% to $1,234.2 for the three months ended March 31, 2012. The increase in services revenues was primarily attributable to higher demand for maintenance-related services associated with increased sales in storage products as well as increased maintenance renewals. In addition, a growing demand for professional services also contributed to the increase in services revenues.

The VMware Virtual Infrastructure segment’s services revenues increased 34.9% to $571.8 for the three months ended March 31, 2012. The increase in services revenues was primarily attributable to growth in VMware’s software maintenance revenues. In the three months ended 2012, software maintenance revenues benefited from strong renewals, multi-year software maintenance contracts sold in previous periods and additional maintenance contracts sold in conjunction with new software license sales. Additionally, VMware experienced increased demand in their professional services, driven by the growth in their license sales and installed base.

The RSA Information Security segment’s services revenues increased 26.4% to $110.0 for the three months ended March 31, 2012. Services revenues increased due to an increase in professional services and maintenance revenues resulting from continued demand for support from our installed base. The Information Intelligence Group segment’s services revenues decreased 0.5% to $109.5 for the three months ended March 31, 2012.

Consolidated revenues by geography were as follows:

	For the Three Months Ended
	March  31, 2012		March  31, 2011		% Change
United States	$	2,633.4	$	2,371.0		11.1	%
Europe, Middle East and Africa		1,464.3		1,386.8		5.6
Asia Pacific and Japan		711.7		595.1		19.6
Latin America, Mexico and Canada		285.0		254.7		11.9
Total revenues	$	5,094.4	$	4,607.6		10.6	%

Revenues increased for the three months ended March 31, 2012 compared to the same period in 2011 in all of our geographic markets due to greater demand for our products and services offerings.

Changes in exchange rates negatively impacted revenue growth by 0.5% for the three months ended March 31, 2012, compared to the same period in 2011. The impact of the change in rates was most significant in the Euro zone, partially offset by the Asia Pacific markets, primarily Australia and Japan, for the three months ended March 31, 2012.

25

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
	March 31, 2012			March  31, 2011			$ Change			% Change
Cost of revenue:
Information Storage	$	1,629.0		$	1,574.3		$	54.7			3.5	%
Information Intelligence Group		55.9			57.7			(1.8	)		(3.1	)
RSA Information Security		73.2			79.9			(6.7	)		(8.4	)
VMware Virtual Infrastructure		128.2			127.3			0.9			0.7
Corporate reconciling items		94.9			69.4			25.5			36.7
Total cost of revenue		1,981.2			1,908.6			72.6			3.8
Gross margins:
Information Storage		2,059.9			1,865.2			194.7			10.4
Information Intelligence Group		89.6			93.5			(3.9	)		(4.2	)
RSA Information Security		133.4			94.3			39.1			41.5
VMware Virtual Infrastructure		925.2			715.4			209.8			29.3
Corporate reconciling items		(94.9	)		(69.4	)		(25.5	)		36.7
Total gross margin		3,113.2			2,699.1			414.1			15.3
Operating expenses:
Research and development(1)		587.8			502.1			85.7			17.1
Selling, general and administrative(2)		1,650.2			1,495.9			154.3			10.3
Restructuring and acquisition-related charges		25.9			26.9			(1.0	)		(3.7	)
Total operating expenses		2,263.9			2,024.9			239.0			11.8
Operating income		849.3			674.1			175.2			26.0
Investment income, interest expense and other expenses		(32.4	)		(49.9	)		17.5			(35.1	)
Income before income taxes		816.9			624.2			192.7			30.9
Income tax provision		190.9			121.6			69.3			57.0
Net income		626.0			502.6			123.4			24.6
Less: Net income attributable to the non-controlling interest in VMware, Inc.		(39.1	)		(25.4	)		(13.7	)		53.9
Net income attributable to EMC Corporation	$	586.8		$	477.1		$	109.7			23.0	%

(1) Amount includes corporate reconciling items of $70.9 and $80.3 for the three months ended March 31, 2012 and 2011, respectively.

(2) Amount includes corporate reconciling items of $151.6 and $156.1 for the three months ended March 31, 2012 and 2011, respectively.

Gross Margins

Overall our gross margin percentages were 61.1% and 58.6% for the three months ended March 31, 2012 and 2011, respectively. The increase in the gross margin percentage in the first quarter of 2012 compared to the same period in 2011 was attributable to the VMware Virtual Infrastructure segment, which increased overall gross margins by 174 basis points, the Information Storage segment, which increased overall gross margins by 93 basis points and the RSA Information Security segment, which increased overall gross margins by 41 basis points, partially offset by the Information Intelligence Group segment, which decreased overall gross margins by 1 basis point. The increase in corporate reconciling items, consisting of stock-based compensation, restructuring and acquisition-related charges, acquisition-related intangible asset amortization, amortization of VMware’s capitalized software from prior periods and transition costs, decreased the consolidated gross margin percentage by 54 basis points. Transition costs represent the incremental costs incurred to streamline our current cost structure.

For segment reporting purposes, stock-based compensation, restructuring and acquisition-related charges, acquisition-related intangible asset amortization, amortization of VMware’s capitalized software from prior periods and transition costs are recognized as corporate expenses and are not allocated among our various operating segments. The increase of $25.5 in the corporate reconciling items for the three months ended March 31, 2012 compared to the same period in 2011 was attributable to a $18.6

26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

increase in amortization of VMware’s capitalized software from prior periods, an $8.2 increase in acquisition-related intangible asset amortization expense and a $1.0 increase in transition costs, partially offset by a $2.4 decrease in stock-based compensation expense.

The gross margin percentages for the Information Storage segment were 55.8% and 54.2% for the three months ended March 31, 2012 and 2011, respectively. The increase in gross margin percentage for the three months ended March 31, 2012 compared to the same period in 2011 was attributable to improved product and service gross margins, driven by a shift in mix towards higher margin products and services, higher sales volume and an improved cost structure.

The gross margin percentages for the VMware Virtual Infrastructure segment were 87.8% and 84.9% for the three months ended March 31, 2012 and 2011, respectively. The increase in gross margin percentage for the three months ended March 31, 2012 compared to the same period in 2011 was primarily attributable to improvements in license gross margins resulting from decreased software capitalization amortization expense as well as increases in services margins.

The gross margin percentages for the RSA Information Security segment were 64.6% and 54.1% for the three months ended March 31, 2012 and 2011, respectively. The increase in gross margin percentage for the three months ended March 31, 2012 compared to the same period in 2011 was due to an increase in product margins. The increase in product margins was due to the one-time impact of RSA remediation associated with working with our customers to implement remediation programs which negatively impacted margin in the first quarter of 2011.

The gross margin percentages for the Information Intelligence Group segment were 61.6% and 61.8% for three months ended March 31, 2012 and 2011, respectively. The decrease in gross margin percentage for the three months ended March 31, 2012 compared to the same period in 2011 was attributable to a decrease in product margins.

Research and Development

As a percentage of revenues, R&D expenses were 11.5% and 10.9% for the three months ended March 31, 2012 and 2011, respectively. R&D expenses increased $85.7 for the three months ended March 31, 2012 compared to the same period in 2011 primarily due to an increase in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, infrastructure costs and depreciation expense. Additionally, there was a decrease in VMware’s capitalized software development costs. Personnel-related costs increased by $46.9, infrastructure costs increased by $21.6 and depreciation expense increased by $2.6. Also increasing these costs was a decrease in capitalized software development costs of $8.3.

Corporate reconciling items within R&D, which consist of stock-based compensation, intangible asset amortization and transition costs, decreased $9.4 to $70.9 for the three months ended March 31, 2012 when compared to the same period in 2011. Stock-based compensation expense decreased $8.5 and intangible asset amortization decreased $1.3, partially offset by an increase in transition costs of $0.4 for the three months ended March 31, 2012. The decrease in stock-based compensation expense was primarily due to the significant costs during 2011 related to the Isilon acquisition, which was consummated in the fourth quarter of 2010.

R&D expenses within EMC’s Information Infrastructure business, as a percentage of EMC’s Information Infrastructure business revenues, were 8.4% and 7.9% for the three months ended March 31, 2012 and 2011, respectively. R&D expenses increased $40.1 primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, cost of facilities and depreciation expense. Personnel-related costs increased by $28.0, cost of facilities increased by $18.6 and depreciation expense increased by $3.6. Partially offsetting these increased costs was an increase in capitalized software development costs of $19.1. The increase in capitalized software development costs is primarily due to the timing of products reaching technological feasibility.

R&D expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 17.0% and 14.7% for the three months ended March 31, 2012 and 2011, respectively. VMware’s R&D expenses as a percentage of revenues increased year over year due to an increase in development costs as VMware ceased capitalization of software development costs. Following the release of vSphere 5 and the comprehensive suite of cloud infrastructure technologies in the third quarter of 2011, VMware determined that its go-to-market strategy had changed from single solutions to product suite solutions. As a result of this change in strategy, and the related increased importance of interoperability between VMware’s products, the length of time between achieving technological feasibility and general release to customers significantly decreased. VMware expects its products to be available for general release soon after technological feasibility has been established. R&D expenses increased $55.0 for the

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

three months ended March 31, 2012 compared to the same period in 2011 largely due to increases in personnel-related costs of $27.1. Additionally, capitalized software development costs decreased $27.4 for the three months ended March 31, 2012 compared to the same period in 2011 primarily due to a change in VMware’s go-to-market strategy.

Selling, General and Administrative

As a percentage of revenues, selling, general and administrative (“SG&A”) expenses were 32.4% and 32.5% for the three months ended March 31, 2012 and 2011, respectively. SG&A expenses increased by $154.3 for the three months ended March 31, 2012 compared to the same period in 2011 primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, commissions, depreciation expense and other various operating expenses, partially offset by a decrease in infrastructure costs. Personnel-related costs increased by $101.6, commissions increased by $40.2 and depreciation expense increased by $9.0, partially offset by a decrease in infrastructure costs of $54.5.

Corporate reconciling items within SG&A, which consist of stock-based compensation, intangible asset amortization and transition costs decreased $4.5 to $151.6 for the three months ended March 31, 2012 when compared to the same period in 2011. Stock-based compensation expense decreased $3.5 and intangible asset amortization decreased $2.0, partially offset by an increase in transition costs of $1.0 for the three months ended March 31, 2012. The decrease in stock-based compensation expense was primarily due to the significant costs during 2011 related to the Isilon acquisition, which was consummated in the fourth quarter of 2010.

SG&A expenses within EMC’s Information Infrastructure business, as a percentage of EMC’s Information Infrastructure business revenues, were 27.1% and 26.7% for the three months ended March 31, 2012 and 2011, respectively. SG&A expenses increased $88.7 for the three months ended March 31, 2012 when compared to the same period in 2011 primarily due to increases in personnel-related costs, which are expenses driven by incremental headcount from strategic hiring and business acquisitions, commissions, depreciation expense and other various operating expenses, partially offset by a decrease in cost of facilities. Personnel-related costs increased by $51.4, commissions increased by $38.9 and depreciation expense increased by $7.7, partially offset by a decrease in cost of facilities of $57.9.

SG&A expenses within the VMware Virtual Infrastructure business, as a percentage of VMware’s revenues, were 38.4% and 39.7% for the three months ended March 31, 2012 and 2011, respectively. SG&A expenses increased $70.0 for the three months ended March 31, 2012 when compared to the same period in 2011 primarily due to growth in personnel-related expenses driven by incremental headcount as well as expenses related to a global conference held in the first quarter 2012.

Restructuring and Acquisition-Related Charges

For the three months ended March 31, 2012 and 2011, we incurred restructuring and acquisition-related charges of $25.9 and $26.9, respectively. For the three months ended March 31, 2012, we incurred $24.2 of restructuring charges, primarily related to our current year restructuring program and $1.7 of charges in connection with acquisitions for financial advisory, legal and accounting services.

Investment Income

Investment income was $29.5 and $38.2 for the three months ended March 31, 2012 and 2011, respectively. Investment income decreased for the three months ended March 31, 2012 compared to the same period in 2011 primarily due to more realized gains in our portfolio of fixed income securities in 2011. Net realized gains were $2.6 and $6.7 for the three months ended March 31, 2012 and 2011, respectively. The weighted average return on investments, excluding realized losses and gains, was 1.1% and 1.4% for the first quarters of 2012 and 2011, respectively.

Interest Expense

Interest expense was $18.2 and $45.0 for the three months ended March 31, 2012 and 2011, respectively. Interest expense consists primarily of interest on the 2011 Notes and 2013 Notes. Included in interest expense are non-cash interest charges related to amortization of the debt discount attributable to the conversion feature of $14.7 and $29.4 for the three months ended March 31, 2012 and 2011, respectively, as we are accreting the 2011 Notes and 2013 Notes to their stated values over their term. See Note 4 to the consolidated financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

Other Expense, Net

Other expense, net was $43.7 and $43.2 for the three months ended March 31, 2012 and 2011, respectively. Other expense in the first quarter of 2012 primarily consists of our consolidated share of the losses from our converged infrastructure joint venture, VCE Company LLC, partially offset by our net gains from the sale of strategic investments held at cost. Our consolidated share of the losses from VCE was $55.5 and $41.9 for the three months ended March 31, 2012 and 2011, respectively. This joint venture is accounted for under the equity method. See Note 9 to the consolidated financial statements. Net gains from the sale of strategic investments held at cost were $22.0 and $0.8 at March 31, 2012 and 2011, respectively.

Provision for Income Taxes

Our effective income tax rates were 23.4% and 19.5% for the three months ended March 31, 2012 and 2011, 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, 2012 and 2011, 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; substantially all of our income before provision for income taxes from foreign operations has been earned by our Irish subsidiaries. We do not believe that any recent or currently expected developments in non-U.S. tax jurisdictions are reasonably likely to have a material impact on our effective rate.

The increase in the effective tax rate in 2012 compared to 2011 was due primarily to the expiration of the U.S. federal research and development tax credit for 2012 which negatively impacted the rate by 2.5 percentage points, and unfavorable discrete items.

We have concluded all U.S. federal income tax matters for years through 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.

Our effective tax rate for the remainder of 2012 may be affected by such factors as changes in tax laws, regulations or rates, changing interpretation of existing laws or regulations, the impact of accounting for stock-based compensation, the impact of accounting for business combinations, changes in our international organization, and changes in overall levels of income before tax. Our effective tax rate may also be adversely affected by earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated in countries where we have higher statutory tax rates.

Non-controlling Interest in VMware, Inc.

The net income attributable to the non-controlling interest in VMware was $39.1 and $25.4 for the three months ended March 31, 2012 and 2011, respectively. The increase was due to an increase in VMware’s net income and increases in the weighted average percentage ownership by the non-controlling interest in VMware. VMware’s net income was $191.4 and $125.8 for the three months ended March 31, 2012 and 2011, respectively. The weighted average non-controlling interest in VMware was approximately 20% for both the three months ended March 31, 2012 and 2011. 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. During the three months ended March 31, 2012, EMC purchased approximately 0.5 million VMware shares for approximately $40.0.

Financial Condition

Cash provided by operating activities was $1,688.2 and $1,134.8 for the three months ended March 31, 2012 and 2011, respectively. Cash received from customers was $6,023.6 and $5,392.2 for the three months ended March 31, 2012 and 2011, respectively. The increase in cash received from customers was attributable to an increase in maintenance contracts sales volume. Cash paid to suppliers and employees was $4,114.8 and $4,009.6 for the three months ended March 31, 2012 and 2011, respectively. The increase was primarily attributable to a general growth in the business to support the increased revenue base. For the three months ended March 31, 2012 and 2011, we paid $237.7 and $277.0, respectively, in income taxes. These payments are

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

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 $218.9 and $534.2 for the three months ended March 31, 2012 and 2011, respectively. Cash used for business acquisitions, strategic and other related investments was $92.0 for the three months ended March 31, 2012 and includes 2012 business acquisitions, net of cash acquired, of $102.1. Cash used for business acquisitions, strategic and other related investments was $213.0 for the three months ended March 31, 2011 and includes 2011 business acquisitions, net of cash acquired and funding of $124.3 to our joint venture, VCE. We did not provide any funding to VCE in the three months ended March 31, 2012. Capital additions were $153.6 and $165.5 for the three months ended March 31, 2012 and 2011, respectively. The lower level of capital additions was primarily attributable to increased spending in 2011 on facility expansion and information technology infrastructure. Capitalized software development costs were $105.8 and $112.0 for the three months ended March 31, 2012 and 2011, respectively. The decrease was primarily attributable to VMware’s change in go-to-market strategy, somewhat offset by EMC Information Infrastructure’s efforts on its software development activities. Net sales of investments were $127.6 and $1.3 for the three months ended March 31, 2012 and 2011, 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 $1,340.2 and $630.0 for the three months ended March 31, 2012 and 2011, respectively. We spent $1,699.8 for payment of our convertible debt in the three months ended March 31, 2012 and we spent $40.0 to purchase 0.5 million shares of VMware’s common stock. For the three months ended March 31, 2011, we spent $868.1 to repurchase 33.1 million shares of our common stock and $38.0 to purchase 0.5 million shares of VMware’s common stock. Additionally, in the three months ended March 31, 2011, VMware spent $147.7 to repurchase 1.7 million shares of its common stock and we generated $291.2 and $314.5 during the three months ended March 31, 2012 and 2011, respectively, from the exercise of stock options. We generated $106.0 and $109.0 during the three months ended March 31, 2012 and 2011, respectively, of excess tax benefits from stock-based compensation.

We expect to continue to generate positive cash flows from operations for the remainder of 2012 and to use cash generated by operations as our primary source of liquidity. We believe that existing cash and cash equivalents, together with any cash generated from operations will be sufficient to meet normal operating requirements for the next twelve months.

The 2011 Notes matured and a majority of the noteholders exercised their right to convert the outstanding 2011 Notes at the end of 2011. Pursuant to the settlement terms, the majority of the converted 2011 Notes were not settled until January 9, 2012. At that time, we paid the noteholders $1,699.8 in cash for the outstanding principal and 29.5 million shares for the $661.4 excess of the conversion value over the principal amount, as prescribed by the terms of the 2011 Notes.

The remaining $1,710.3 of the 2013 Notes is due in November 2013. Based upon the closing price of our common stock for the prescribed measurement period during the three months ended March 31, 2012, the contingent conversion thresholds on the 2013 Notes were exceeded. As a result, the 2013 Notes are convertible at the option of the holder through June 30, 2012. Upon conversion, we are obligated to pay cash up to the principal amount of the debt converted. We have the option to settle any conversion value in excess of the principal amount with cash, shares of our common stock, or a combination thereof. Approximately $14.7 of the 2013 Notes have been converted as of March 31, 2012.

In connection with the issuance of the 2011 Notes and 2013 Notes, we entered into separate convertible note hedge transactions with respect to our common stock (the “Purchased Options”). The Purchased Options allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would pay to the holders of the 2011 Notes and 2013 Notes upon conversion. The Purchased Options will cover, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock. We paid an aggregate amount of $669.1 of the proceeds from the sale of the 2011 Notes and 2013 Notes for the Purchased Options that was recorded as additional paid-in-capital in shareholders’ equity. In the fourth quarter of 2011, we exercised 107.5 million of the Purchased Options in conjunction with the planned settlements of the 2011 Notes, and we received 29.5 million shares of net settlement on January 9, 2012, representing the excess conversion value of the options. The remaining 107.5 million of the Purchased Options expire on December 1, 2013.

We also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. We received aggregate proceeds of $391.1 from the sale of the associated warrants. Upon exercise, the value of the warrants is required to be settled in shares. Half of the associated warrants were exercised between February 15, 2012 and

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

March 14, 2012 and the remaining half of the associated warrants have expiration dates between February 18, 2014 and March 18, 2014. During the three months ended March 31, 2012, the exercised warrants were settled with 32.3 million shares of our common stock.

We have available for use a credit line of $50.0 in the United States. As of March 31, 2012, 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, 2012, we were in compliance with the covenants. As of March 31, 2012, the aggregate amount of liabilities of our subsidiaries was approximately $6,590.9.

At March 31, 2012, our total cash, cash equivalents, and short-term and long-term investments were $10,878.5. This balance includes approximately $5,222.2 held by VMware, of which $2,464.0 is held overseas, and $1,623.9 held by EMC in overseas entities. If these overseas funds are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

Use of Non-GAAP Financial Measures and Reconciliations to GAAP Results

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). EMC used certain non-GAAP financial measures in the three months ended March 31, 2012, which exclude stock-based compensation, amortization of intangible assets, restructuring and acquisition-related charges and amortization of VMware’s capitalized software from prior periods to measure its gross margin, operating margin, net income and diluted earnings per share for purposes of managing our business. EMC also assesses its financial performance by measuring its free cash flow which is also a non-GAAP financial measure. Free cash flow is defined as net cash provided by operating activities, less additions to capital expenditures and capitalized software development costs. These non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of EMC’s financial performance or liquidity prepared in accordance with GAAP. EMC’s non-GAAP financial measures may be defined differently from time to time and may be defined differently than similar terms used by other companies, and accordingly, care should be exercised in understanding how EMC defines its non-GAAP financial measures.

EMC’s management uses the non-GAAP financial measures to gain an understanding of EMC’s comparative operating performance (when comparing such results with previous periods or forecasts) and future prospects and excludes these items from its internal financial statements for purposes of its internal budgets and each reporting segment’s financial goals. These non-GAAP financial measures are used by EMC’s management in their financial and operating decision-making because management believes they reflect EMC’s ongoing business in a manner that allows meaningful period-to-period comparisons. EMC’s management believes that these non-GAAP financial measures provide useful information to investors and others (a) in understanding and evaluating EMC’s current operating performance and future prospects in the same manner as management does, if they so choose, and (b) in comparing in a consistent manner EMC’s current financial results with EMC’s past financial results.

Our non-GAAP operating results for the three months ended March 31, 2012 and 2011 were as follows:

	For the Three Months Ended
	March 31, 2012			March 31, 2011
Gross margin	$	3,207.0		$	2,768.4
Gross margin percentage		63.0	%		60.1	%
Operating income		1,184.1			1,000.6
Operating income percentage		23.2	%		21.7	%
Income tax provision		276.8			209.3
Net income attributable to EMC		818.0			700.4
Diluted earnings per share attributable to EMC	$	0.37		$	0.31

The improvements in the non-GAAP gross margin and non-GAAP gross margin percentage were attributable to higher sales volume, a change in mix attributable to higher margin products and improved cost control. The improvements in the non-GAAP operating income and non-GAAP operating income percentage were attributable to an improved gross margin percentage.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (Continued)

The reconciliation of the above financial measures from GAAP to non-GAAP is as follows:

	For the Three Months Ended March 31, 2012
	GAAP		Restructuring and acquisition- related charges		Stock-based compensation		Intangible asset amortization		Amortization of VMware’s capitalized software from prior periods		Non-GAAP
Gross margin	$	3,113.2	$	—	$	30.8	$	44.4	$	18.6	$	3,207.0
Operating income		849.3		25.9		204.7		85.6		18.6		1,184.1
Income tax provision		190.9		6.1		47.6		26.4		5.9		276.8
Net income attributable to EMC		586.8		19.8		144.7		56.5		10.1		818.0
Diluted earnings per share attributable to EMC	$	0.27	$	0.01	$	0.07	$	0.03	$	0.01	$	0.37

	For the Three Months Ended March 31, 2011
	GAAP		Restructuring and acquisition- related charges		Stock-based compensation		Intangible asset amortization		Non-GAAP
Gross margin	$	2,699.1	$	—	$	33.2	$	36.2	$	2,768.4
Operating income		674.1		26.9		219.0		80.6		1,000.6
Income tax provision		121.6		7.2		54.4		26.0		209.3
Net income attributable to EMC		477.1		19.7		151.1		52.5		700.4
Diluted earnings per share attributable to EMC	$	0.21	$	0.01	$	0.07	$	0.02	$	0.31

We also monitor our ability to generate free cash flow in relationship to our non-GAAP net income attributable to EMC over comparable periods. For the three months ended March 31, 2012, our free cash flow was $1,428.7, an increase of 66.7% compared to the free cash flow generated for the three months ended March 31, 2011. The free cash flow for the three months ended March 31, 2012 exceeded our same period non-GAAP net income attributable to EMC by $610.7. EMC uses free cash flow, among other measures, to evaluate the ability of its operations to generate cash that is available for purposes other than capital expenditures and capitalized software development costs. Management believes that information regarding free cash flow provides investors with an important perspective on the cash available to make strategic acquisitions and investments, repurchase shares, service debt and fund ongoing operations. As free cash flow is not a measure of liquidity calculated in accordance with GAAP, free cash flow should be considered in addition to, but not as a substitute for, the analysis provided in the statements of cash flows.

The reconciliation of the above free cash flow from GAAP to non-GAAP is as follows:

	For the Three Months Ended
	March 31, 2012			March 31, 2011
Cash Flow from Operations	$	1,688.2		$	1,134.8
Capital Expenditures		(153.6	)		(165.5	)
Capitalized Software Development Costs		(105.8	)		(112.0	)
Free Cash Flow	$	1,428.7		$	857.3

Free cash flow represents a non-GAAP measure related to operating cash flows. In contrast, our GAAP measure of cash flow consists of three components. These are cash flows provided by operating activities of $1,688.2 and $1,134.8 for the three months ended March 31, 2012 and 2011, respectively, cash used in investing activities of $218.9 and $534.2 for the three months ended March 31, 2012 and 2011, respectively, and net cash used in financing activities of $1,340.2 and $630.0 for the three months ended March 31, 2012 and 2011, respectively.

All of the foregoing non-GAAP financial measures have limitations. Specifically, the non-GAAP financial measures that exclude the items noted above do not include all items of income and expense that affect EMC’s operations or cash flows. Further, these non-GAAP financial measures are not prepared in accordance with GAAP, may not be comparable to non-GAAP financial measures used by other companies and do not reflect any benefit that such items may confer on EMC. Management compensates for these limitations by also considering EMC’s financial results as determined in accordance with GAAP.

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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 24, 2012. 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 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 all currently pending matters, and such amounts are reflected in our consolidated financial statements. These recorded amounts are not material to our consolidated financial position or results of operations and no additional material losses related to these pending matters are reasonably possible. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business, results of operations or financial condition. 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.

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, 2011. 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.

We are subject to the effects of general global economic and market conditions. If these conditions remain challenging or deteriorate, our business, results of operations or financial condition could be materially adversely affected. Possible consequences from uncertainty or further deterioration due to the recent global macroeconomic downturn 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.

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. 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.

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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.

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. Natural disasters, such as the recent flooding in Thailand affecting our disk drive component suppliers, have also in the past and may continue to impact our ability to procure certain components in a timely fashion. Current or future social and environmental regulations or critical issues, such as those relating to the sourcing of conflict minerals from the Democratic Republic of the Congo or the need to eliminate environmentally sensitive materials from our products, could restrict the supply of resources used in production or increase our costs. 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. An 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 and the effect that these conditions have on VMware’s customers’ capital budgets and the availability of funding for software purchases;

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

• fluctuations in foreign currency exchange rates;

• 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, beta programs and product promotions that can cause revenue recognition of certain orders to be deferred until future products to which customers are entitled become available;

• 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 introduction of new pricing and packaging models for VMware’s product offerings;

• 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;

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• 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, as original ELA terms expire;

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

• unplanned events that could affect market perception of the quality or cost-effectiveness of VMware’s products and solutions; 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. 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. In addition, there can be no assurance that our vision of enabling Hybrid Cloud Computing through infrastructure and application transformation will be accepted or validated in the marketplace.

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

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• 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, protection, security, management, virtualization and intelligence 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 such systems’ ability to protect confidential information residing on the 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;

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

• meeting our sustainability goals; 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 $6.2 billion in short- and long-term investments as of March 31, 2012. 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 tightening of credit markets, increased defaults by issuers, or significant volatility in interest rates, including the downgrade of U.S. government debt, 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.

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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.

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 were not able to timely and effectively implement their planned actions or if the level of demand for our channel partners’ products and services were to decrease. In addition, as our market opportunities change, we may have an increased reliance on channel partners, which may negatively impact our gross

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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 global nature of our business, political, economic or regulatory changes or other factors in a specific country or region could impair our international operations, future revenue or financial condition.

A substantial portion of our revenues is derived from sales outside the United States including, increasingly, in rapid growth markets such as Brazil, Russia, India and China. 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 relating to our operations outside the United States, including, among others, the following:

• changes in foreign currency exchange rates;

• changes in a specific country’s or region’s economic conditions;

• political or social unrest;

• trade restrictions;

• import or export licensing requirements;

• the overlap of different tax structures or changes in international tax laws;

• changes in regulatory requirements;

• difficulties in staffing and managing international operations;

• stringent privacy policies in some foreign countries;

• compliance with a variety of foreign laws and regulations; and

• longer payment cycles in certain countries.

Foreign operations, particularly in those countries with developing economies, are also subject to risks of violations of laws prohibiting improper payments and bribery, including the U.S. Foreign Corrupt Practices Act and similar regulations in foreign jurisdictions. Although we implement policies and procedures designed to ensure compliance with these laws, our employees, contractors and agents may take actions in violation of our policies. Any such violations, even if prohibited by our policies, could subject us to civil or criminal penalties or otherwise have an adverse effect on our business and reputation.

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. 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 an implied currency rate derived from actively traded bonds in order to translate the foreign currency denominated balance sheet. This rate is analogous to the “System for Transactions in Foreign Currency Securities” or SITME rate. 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 implied 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 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.

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Cybersecurity breaches could expose us to liability, damage our reputation, compromise our ability to conduct business, require us to incur significant costs or otherwise adversely affect our financial results.

We retain sensitive data, including intellectual property, proprietary business information and personally identifiable information, in our secure data centers and on our networks. We face a number of threats to our data centers and networks of unauthorized access, security breaches and other system disruptions. It is critical to our business strategy that our infrastructure remains secure and is perceived by customers and partners to be secure. Despite our security measures, our infrastructure may be vulnerable to attacks by hackers or other disruptive problems, such as the sophisticated cyber attack on our RSA division that we disclosed in March 2011. Any such security breach may compromise information stored on our networks and may result in significant data losses or theft of our, our customers’, our business partners’ or our employees’ intellectual property, proprietary business information or personally identifiable information. In addition, we have outsourced a number of our business functions to third party contractors, and any breach of their security systems could adversely affect us.

A cybersecurity breach could negatively affect our reputation as a trusted provider of information infrastructure by adversely affecting the market’s perception of the security or reliability of our products or services. In addition, a cyber attack could result in other negative consequences, including remediation costs, disruption of internal operations, increased cybersecurity protection costs, lost revenues or litigation.

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.

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.

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In addition, although we believe we have adequate security measures, if our intellectual property or other sensitive data is misappropriated, we could suffer monetary and other losses and reputational harm, which could materially adversely affect our business, results of operations or financial condition. On April 23, 2012, VMware became aware of the public posting by a hacker of a single file from the VMware ESX source code. The hacker has publicly indicated that additional portions of the VMware source code and EMC source code will be posted in the future. The posted VMware code and associated commentary is from the 2004 timeframe.

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.

Issues arising during the upgrade of our enterprise resource planning system could affect our operating results and ability to manage our business effectively.

We are in the process of upgrading our enterprise resource planning, or ERP, computer system to enhance operating efficiencies and provide more effective management of our business operations. The upgrade, or our failure to implement the upgrade, could cause substantial business interruption that could adversely impact our operating results. We are investing significant financial and personnel resources into this project. However, there is no assurance that the design will meet our current and future business needs or that it will operate as designed. We are heavily dependent on such computer systems, and any significant failure or delay in the system upgrade, if encountered, could cause a substantial interruption to our business and additional expense which could result in an adverse impact on our operating results, cash flows and 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.

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. In August 2010, President Obama signed into law H.R. 1586 (commonly known as the Education Jobs and Medicaid Assistance Act), which included several international tax provisions with minimal impact on the Company’s effective tax rate. As part of its FY 2012 budget, the Administration has re-proposed, with certain modifications, a number of tax provisions that were not adopted during the previous Congress. Although the scope of future changes remains unclear, revisions to the taxation of international income continue to be a topic of conversation for the Obama Administration and the U.S. Congress. As the enactment of some or all of these proposals could increase the Company’s effective tax rate and adversely affect our profitability, we will continue to monitor them.

During 2010, the IRS announced and finalized Schedule UTP, Uncertain Tax Positions Statement. This schedule is an annual disclosure of certain federal UTPs, ranked in order of magnitude. According to the IRS, the disclosure is to include “a concise description of the tax position, including a description of the relevant facts affecting the tax treatment of the position and information that reasonably can be expected to apprise the Service of the identity of the tax position.” As a result of this disclosure, the amount of taxes we would have to pay in the future could increase.

In December 2010, the President signed into law H.R. 4853, Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which included an extension of a number of expired tax provisions retroactively to 2010 and prospectively through 2011. Among the extended tax provisions was the research and development tax credit, which provides a significant reduction in our effective tax rate. The renewal of this credit beyond 2011 is uncertain.

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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 materially 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 known or unknown 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 recoverability of benefits from goodwill and intangible assets and the potential impairment of these assets;

• 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.

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.

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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 plan’s assets was 6.75%. This rate represents the average of the expected long-term rates of return weighted by the plan’s assets as of December 31, 2011. We continue to gradually shift the asset allocation to lower the percentage of investment in equity securities and increase the percentage of investments in long-duration fixed-income securities. The effect of such change could result in a reduction in the long-term rate on plan assets and an increase in future pension expense. As of December 31, 2011, the ten-year historical rate of return on plan assets was 5.5%, and the inception to date return on plan assets was 9.8%. In 2011, we experienced an 8.9% gain on plan assets. Should we not achieve the expected rate of return on the plan’s assets or if the plan experiences a decline in the fair value of its assets, we may be required to contribute assets to the plan 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 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 materially adversely affect our business, results of operations or financial condition.

Our business could be materially adversely affected as a result of war, acts of terrorism, natural disasters or climate change.

Terrorist acts, acts of war, natural disasters, or the direct and indirect effects of climate change (such as sea level rise, increased storm severity, drought, flooding, wildfires, pandemics, and social unrest from resource depletion and rising food prices) 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 events 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 2012

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 (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2012 – January 31, 2012		34,458	$	25.61		—		54,172,236
February 1, 2012 – February 29, 2012		1,844,705		25.98		—		54,172,236
March 1, 2012 – March 31, 2012		24		28.52		—		54,172,236
Total		1,879,187	$	25.97		—		54,172,236

(1) Represents shares withheld from employees for the payment of taxes.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

(a) Exhibits

See index to Exhibits on page 46 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.

Date: May 2, 2012	EMC CORPORATION
	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)
4.2	Indenture with Wells Fargo Bank, N.A., as trustee, dated as of November 17, 2006. (4)
4.3	Registration Rights Agreement with Goldman, Sachs & Co., Lehman Brothers Inc. and Citigroup Global Markets Inc., dated as of November 17, 2006. (4)
10.1	Likewise Software, Inc. 2004 Stock Plan (as amended April 15, 2010). (filed herewith)
10.2*	Form of Change in Control Severance Agreement for Executive Officers. (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.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

(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 May 5, 2011 (No. 1-9853).

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

(4) Incorporated by reference to EMC Corporation’s Current Report on Form 8-K filed November 17, 2006 (No. 1-9853).

46

EX-10.1

Exhibit 10.1

LIKEWISE SOFTWARE, INC.

2004 STOCK PLAN

(As amended April 15, 2010)

1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan.

(c) “Board” means the Board of Directors of the Company.

(d) “Change in Control” means the occurrence of any of the following events:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities, except that any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board, shall not be deemed to be a Change in Control; or

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(f) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.

(g) “Common Stock” means the Common Stock of the Company.

(h) “Company” means Likewise Software, Inc., a Delaware corporation.

(i) “Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity.

(j) “Director” means a member of the Board.

(k) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(l) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n) “Exchange Program” means a program under which (a) outstanding Options are surrendered or cancelled in exchange for Options of the same type (which may have lower exercise prices and different terms), Options of a different type, and/or cash, and/or (b) the exercise price of an outstanding Option is reduced. The terms and conditions of any Exchange Program will be determined by the Administrator in its sole discretion.

(o) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(p) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(q) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(r) “Option” means a stock option granted pursuant to the Plan.

(s) “Option Agreement” means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(t) “Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase Right.

(u) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.

(v) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(w) “Plan” means this 2004 Stock Plan.

(x) “Restricted Stock” means Shares issued pursuant to a Stock Purchase Right or Shares of restricted stock issued pursuant to an Option.

(y) “Restricted Stock Purchase Agreement” means a written or electronic agreement between the Company and the Optionee evidencing the terms and restrictions applying to Shares purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the notice of grant.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “Service Provider” means an Employee, Director or Consultant.

(bb) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 below.

(cc) “Stock Purchase Right” means a right to purchase Common Stock pursuant to Section 11 below.

(dd) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be subject to Options or Stock Purchase Rights and sold under the Plan is 6,968,850 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Exchange Program, the unpurchased Shares that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

4. Administration of the Plan.

(a) Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder;

(iii) to determine the number of Shares to be covered by each such award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to institute an Exchange Program;

(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(viii) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and

(ix) to construe and interpret the terms of the Plan and Options granted pursuant to the Plan.

(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Limitations.

(a) Incentive Stock Option Limit. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b) At-Will Employment. Neither the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause, and with or without notice.

7. Term of Plan. Subject to stockholder approval in accordance with Section 19, the Plan shall become effective upon its adoption by the Board. Unless sooner terminated under Section 15, it shall continue in effect for a term of ten (10) years from the later of (i) the effective date of the Plan, or (ii) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.

8. Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

9. Option Exercise Price and Consideration.

(a) Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option

(A) granted to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any other Service Provider, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant.

(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above in accordance with and pursuant to a transaction described in Section 424 of the Code.

(b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (1) cash, (2) check, (3) promissory note, (4) other Shares, provided Shares acquired directly from the Company (x) have been owned by the Optionee, and not subject to a substantial risk of forfeiture, for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

10. Exercise of Option.

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. Except in the case of Options granted to officers, Directors and Consultants, Options shall become exercisable at a rate of no less than 20% per year over five (5) years from the date the Options are granted.

An Option shall be deemed exercised when the Company receives (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled

to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option within thirty (30) days of termination, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). Unless the Administrator provides otherwise, if on the date of termination the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within six (6) months of termination, or such longer period of time as specified in the Option Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). Unless the Administrator provides otherwise, if on the date of termination the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within six (6) months following Optionee’s death, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) by the Optionee’s designated beneficiary, provided such beneficiary has been designated prior to Optionee’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Optionee, then such Option may be exercised by the personal representative of the Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Leaves of Absence.

(i) Unless the Administrator provides otherwise, vesting of Options granted hereunder to officers and Directors shall be suspended during any unpaid leave of absence.

(ii) A Service Provider shall not cease to be an Employee in the case of (A) any leave of absence approved by the Company or (B) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.

(iii) For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave, any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.

11. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. The terms of the offer shall comply in all respects with Section 260.140.42 of Title 10 of the California Code of Regulations. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable within 90 days of the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or disability). Unless the Administrator provides otherwise, the purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine. Except with respect to Shares purchased by officers, Directors and Consultants, the repurchase option shall in no case lapse at a rate of less than 20% per year over five (5) years from the date of purchase.

(c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.

12. Limited Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Optionee, only by the Optionee. If the Administrator in its sole discretion makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) to family members (within the meaning of Rule 701 of the Securities Act) through gifts or domestic relations orders, as permitted by Rule 701 of the Securities Act.

13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion) adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Option or Stock Purchase Right; provided, however, that the Administrator shall make such adjustments to the extent required by Section 25102(o) of the California Corporations Code.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action.

(c) Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option or Stock Purchase Right, then the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully exercisable for a period of time as determined by the Administrator, and the Option or Stock Purchase Right shall terminate upon expiration of such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share subject to the Option or Stock Purchase Right immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration

received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.

14. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

15. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

16. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Option or Stock Purchase Right, the Administrator may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

17. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19. Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.

20. Information to Optionees. The Company shall provide to each Optionee and to each individual who acquires Shares pursuant to the Plan, not less frequently than annually during the period such Optionee has one or more Options or Stock Purchase Rights outstanding, and, in the case of an individual who acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information.

PLAN ADOPTION AND AMENDMENTS

Date of Adoption/ Amendment by the Board	Date of Stockholder Approval	Section	Action/Effect of Amendment
October 7, 2004	October 7, 2004	All	Initial adoption. The maximum aggregate number of Shares that may be subject to Options or Stock Purchase Rights and sold under the Plan is 2,996,000 Shares.
March 7, 2006	March 7, 2006	3	Increase the aggregate number of Common Shares that may be subject to Options or Stock Purchase Rights and sold under the Plan from 2,996,000 to 3,646,000.
July 13, 2007	October 22, 2007	3	Increase the aggregate number of Common Shares that may be subject to Options or Stock Purchase Rights and sold under the Plan from 3,646,000 to 4,146,000.
April 15, 2010	April 15, 2010	3	Increase the aggregate number of Common Shares that may be subject to Options or Stock Purchase Rights and sold under the Plan from 4,146,000 to 6,968,850.

EX-10.2

Exhibit 10.2

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, dated [DATE], is made by and between EMC Corporation (the “Company”), and [NAME] (the “Executive”) residing at [ADDRESS].

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders; and

WHEREAS, the Executive has made and is expected to make, due to the Executive’s intimate knowledge of the business and affairs of the Company, its policies, methods, personnel and problems, a significant contribution to the profitability, growth and financial strength of the Company; and

WHEREAS, the Company, as a publicly held corporation, recognizes that the possibility of a Change in Control may exist, and that such possibility and the uncertainty and questions which it may raise among management may result in the departure or distraction of the Executive in the performance of the Executive’s duties, to the detriment of the Company and its stockholders; and

WHEREAS, it is in the best interests of the Company and its stockholders to reinforce and encourage the continued attention and dedication of management personnel, including the Executive, to their assigned duties without distraction and to ensure the continued availability to the Company of the Executive in the event of a Change in Control.

THEREFORE, in consideration of the foregoing and other respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:

1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided in Section 16.

2. Term of Agreement. The term of this Agreement (the “Term”) shall commence on [DATE] and shall continue in effect through January 1, 2013; provided, however, that commencing on January 1, 2013 and each January 1st thereafter, the Term shall automatically be extended for one additional year unless, not later than April 1 of the preceding year, the Company or the Executive shall have given notice not to extend the Term; and further provided, however, that if a Change in Control shall have occurred during the Term, the Term shall expire on the last day of the twenty-fourth (24^th) month following the month in which such Change in Control occurred.

3. Company’s Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants in Section 4, the Company, under the conditions described herein, shall pay the Executive the Severance Payments and the other payments and benefits described herein. No Severance Payments shall be payable under this Agreement unless there shall have been (or, pursuant to the second sentence of Section 6.1, there shall be deemed to have been) a

termination of the Executive’s employment with the Company following a Change in Control and during the Term. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.

4. The Executive’s Covenants. Subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, the Executive shall remain in the employ of the Company until the earliest of (i) the date which is six (6) months from the date of the first occurrence of a Potential Change in Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive’s employment for Good Reason or by reason of death, Disability or Retirement, or (iv) the termination by the Company of the Executive’s employment for any reason.

5. Compensation Other Than Severance Payments; Equity Awards.

5.1 If the Executive fails to perform the Executive’s full-time duties with the Company following a Change in Control as a result of incapacity due to physical or mental illness, during any period when the Executive so fails to perform the Company shall pay the Base Salary to the Executive, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement (other than the Company’s short- or long-term disability plan, as applicable, but including any bonus or incentive plan) maintained by the Company during such period, until the Executive resumes the full time performance of such duties or the Executive’s employment is terminated by the Company for Disability.

5.2 If the Executive’s employment shall be terminated for any reason following a Change in Control, the Company shall pay the Base Salary to the Executive through the Date of Termination, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.

5.3 Except as expressly provided herein, if the Executive’s employment shall be terminated for any reason following a Change in Control, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

5.4 Notwithstanding anything to the contrary contained in any equity plan or arrangement of the Company or any agreement between the Company and the Executive (but subject to the provisions of Section 14.3(D)), upon the occurrence of a Change in Control, any outstanding stock option, restricted stock or other equity or equity-based award granted to the

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Executive shall become immediately vested and exercisable if the Executive becomes entitled to the Severance Payments described in Section 6.1. From and after the occurrence of a Change in Control, the “detrimental activity” provisions in the Company’s equity plans shall no longer apply to any award issued to the Executive under such plans.

6. Severance Payments.

6.1 If the Executive’s employment is terminated within twenty-four (24) months following a Change in Control, other than (a) by the Company for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason, then the Company shall, subject to Section 15 hereof, pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”) and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated within twenty-four (24) months following a Change in Control and during the Term by the Company without Cause or by the Executive with Good Reason, if (i) the Executive’s employment is terminated by the Company without Cause during a Potential Change in Control Period, or (ii) the Executive terminates Executive’s employment for Good Reason during a Potential Change in Control Period. In the event that the Executive’s employment is terminated in the manner described in the preceding sentence during a Potential Change in Control Period, a Change in Control shall be deemed to have occurred immediately preceding such termination for purposes of Section 5.4 hereof, except with respect to equity awards held by the Executive which are intended to constitute qualified performance based compensation for purposes of Section 162(m) of the Code and regulations promulgated thereunder (other than stock options and stock appreciation rights). Except as described above, the Executive shall not be entitled to benefits pursuant to this Section 6.1 unless a Change in Control shall have occurred during the Term.

(A) The Company shall pay to the Executive a lump sum severance payment, in cash, equal to 2.99 times the sum of (a) the Base Salary, and (b) the sum of the target annual bonus available to the Executive pursuant to each of the Company’s annual bonus plans or any successor plans (but excluding any special performance or incentive plan) in which the Executive participates in respect of the fiscal year in which the Date of Termination occurs (without giving effect to any event or circumstance constituting Good Reason), assuming for this purpose attainment of 100% of any applicable target; provided, however, that if the applicable target bonus would have been pro-rated for a partial fiscal year, such target bonus shall be recalculated for purposes of this Section 6.1(A) to equal the amount that for which the Executive would have been eligible for the entire fiscal year.

(B) For the thirty-six (36) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and the Executive’s dependents life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and the Executive’s dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and the Executive’s dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after-tax cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. If,

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at the end of the thirty-six (36) month period following the Date of Termination, the Executive has not previously become eligible to receive comparable benefits from a new employer or pursuant to a government-sponsored health insurance or health care program, then the Company shall arrange, at its sole cost and expense, to enable the Executive to convert coverage for the Executive and the Executive’s dependents being provided hereunder to individual policies or programs, if applicable, upon the same terms as other former employees of the Company may apply for such conversion. The cost of providing the benefits set forth in this Section 6.1(B) shall be in addition to (and shall not reduce) the Severance Payments. Benefits otherwise receivable by the Executive pursuant to this Section 6.1(B) shall be reduced to the extent the Executive becomes eligible to receive comparable benefits from a new employer or pursuant to a government-sponsored health insurance or health care program. Unless the Executive agrees to another method, the coverage described in this Section 6.1(B) will be provided through a third party insurer.

(C) The Company shall pay to the Executive a prorated portion of the Executive’s bonus compensation for the fiscal year in which the Date of Termination occurs (assuming that any applicable performance objectives were achieved at the target level of performance and without giving effect to any event or circumstance constituting Good Reason) calculated by multiplying (i) the target amount of such bonus compensation by (ii) a fraction, the numerator of which is the number of days in the applicable fiscal year through the Date of Termination and the denominator of which is 365. The foregoing payment shall be reduced by the sum of any quarterly, semi-annual and other partial year bonus payments previously paid to the Executive in respect of the fiscal year in which the Date of Termination occurs.

6.2 (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the Excise Tax, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). If a reduction in the Total Payments is required under this Section 6.2(A), the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (A) reduction of any cash payment (excluding any cash payment with respect to the acceleration of equity awards) that is otherwise payable to the Executive

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that is exempt from Section 409A of the Code; (B) reduction of any other payments or benefits otherwise payable to the Executive (other than those described in clause (C) below) on a pro-rata basis or such other manner that complies with Section 409A of the Code; and (C) reduction of any payment or benefit with respect to the acceleration of equity awards that is otherwise payable to the Executive (on a pro-rata basis as between equity awards that are covered by Section 409A of the Code and those that are not (or such other manner that complies with Section 409A of the Code)).

(B) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company’s independent auditor, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(C) At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company’s calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection (A) of this Section 6.2.

6.3 Subject to Section 14.3(A), the payments provided in subsection (A) and (C) of Section 6.1 shall be made on the eighth (8^th) day following the Release Deadline; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120% of the rate provided in Section 1274(b)(2)(B) of the Code) on the thirtieth (30th) day after the Release Deadline (also subject to Section 14.3(A)). In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at 120% of the rate

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provided in Section 1274(b)(2)(B) of the Code). At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

6.4 The Company shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. The Executive’s reimbursement rights described in this Section 6.4 shall remain in effect for the life of the Executive, provided, that, in order for the Executive to be entitled to reimbursement hereunder, the Executive must submit the written reimbursement request described above within 180 days following the date upon which the applicable fee or expense is incurred.

7. Termination Procedures and Compensation During Dispute.

7.1 Notice of Termination. After a Change in Control, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i), (ii) or (iii) of the definition of Cause herein, and specifying the particulars thereof in detail.

7.2 Date of Termination. “Date of Termination,” with respect to any purported termination of the Executive’s employment after a Change in Control, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided, that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than ninety (90) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).

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7.3 Dispute Concerning Termination. If within ten (10) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence.

7.4 Compensation During Dispute. If the Date of Termination is extended in accordance with Section 7.3, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, the Base Salary) and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the Date of Termination, as determined in accordance with Section 7.3. Amounts paid under this Section 7.4 are in addition to all other amounts due under this Agreement (other than those due under Section 5.2) and shall not be offset against or reduce any other amounts due under this Agreement.

8. No Mitigation. If the Executive’s employment with the Company terminates following a Change in Control, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 or Section 7.4. Except as set forth in Section 6.1(B), the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

9. Successors; Binding Agreement.

9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement.

9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

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10. Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the last known residence address of the Executive or in the case of the Company, to its principal office to the attention of the Chief Executive Officer of the Company with a copy to its clerk or Secretary, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes, effective as of [DATE], any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party (including, without limitation, the Change in Control Severance Agreement by and between the Company and the Executive, dated [DATE]; provided, however, that this Agreement shall not supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company or any subsidiary of the Company. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 and 7) shall survive such expiration.

12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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14. Settlement of Disputes; Arbitration; 409A Compliance.

14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive’s claim has been denied.

14.2 Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

14.3 It is the intention of the Company and the Executive that this Agreement not result in taxation of the Executive under Section 409A of the Code and the regulations and guidance promulgated thereunder and that the Agreement shall be construed in accordance with such intention. Without limiting the generality of the foregoing, the Company and the Executive agree as follows:

(A) Notwithstanding anything to the contrary herein, if the Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) with respect to the Company, any amounts (or benefits) otherwise payable to or in respect of the Executive under this Agreement pursuant to the Executive’s termination of employment with the Company shall be delayed, to the extent required so that taxes are not imposed on the Executive pursuant to Section 409A of the Code, and shall be paid upon the earliest date permitted by Section 409A(a)(2) of the Code;

(B) For purposes of this Agreement, the Executive’s employment with the Company will not be treated as terminated unless and until such termination of employment constitutes a “separation from service” for purposes of Section 409A of the Code;

(C) To the extent necessary to comply with the provisions of Section 409A of the Code and the guidance issued thereunder (1) reimbursements to the Executive as a result of the operation of Section 6.1(B), or Section 6.4 hereof shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred and shall otherwise be made in a manner that complies with the requirements of Treasury Regulation Section 1.409A-3(i)(l)(iv), (2) if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any reimbursements to the Executive as a result of the operation of such sections with respect to a reimbursable event within the first six months following the Date of Termination which are required to be delayed pursuant to Section 14.3(A) shall be made as soon as practicable following the date which is six months and one day following the Date of Termination (subject to clause (1) of this sentence); and

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(D) If the provisions of Section 5.4 are applicable to an equity or equity-based award subject to the provisions of Section 409A of the Code and the immediate payment of the award contemplated by Section 5.4 would result in taxation under Section 409A, payment of such awards shall be made upon the earliest date upon which such payment may be made without resulting in taxation under Section 409A of the Code. For the avoidance of doubt, with respect to any equity or equity-based awards which are subject to Section 409A of the Code and which comply with the permissible payment requirements of such section by providing for payments pursuant to a fixed schedule, the application of Section 5.4, as modified (to the extent required) by this Section 14.3(D), shall require that the payment of such awards continue upon such fixed schedule following the Date of Termination until the award is fully vested.

15. Release. Notwithstanding anything to the contrary herein, the payment to the Executive of the benefits provided in Section 6 upon the Executive’s termination of employment shall be subject to the execution and non-revocation by the Executive of the Company’s standard form of release in favor of the Company and its Affiliates, as in effect immediately prior to the Change in Control. Such release must be executed by the Executive within 45 days following the Date of Termination (the “Release Deadline”).

16. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:

16.1 “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

16.2 “Auditor” shall have the meaning set forth in Section 6.2.

16.3 “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code.

16.4 “Base Salary” shall mean the annual base salary in effect for the Executive immediately prior to a Change in Control, as such salary may be increased from time to time during the Term (in which case such increased amount shall be the Base Salary for purposes hereof), but without giving effect to any reduction thereto.

16.5 “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

16.6 “Board” shall mean the Board of Directors of the Company.

16.7 “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful and continued failure by the Executive (other than any such failure resulting from (A) the Executive’s incapacity due to physical or mental illness, (B) any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason or (C) the Company’s active or passive obstruction of the performance of the Executive’s duties and responsibilities) to perform substantially the duties and responsibilities of the Executive’s position with the Company after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in

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which the Board believes that the Executive has not substantially performed such duties or responsibilities; (ii) the conviction of the Executive by a court of competent jurisdiction for felony criminal conduct; or (iii) the willful engaging by the Executive in fraud or dishonesty which is demonstrably and materially injurious to the Company or its reputation, monetarily or otherwise. No act, or failure to act, on the Executive’s part shall be deemed “willful” unless committed or omitted by the Executive in bad faith and without reasonable belief that the Executive’s act or failure to act was in, or not opposed to, the best interest of the Company. It is also expressly understood that the Executive’s attention to matters not directly related to the business of the Company shall not provide a basis for termination for Cause so long as the Board has approved the Executive’s engagement in such activities.

16.8 A “Change in Control” shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall have occurred:

(A) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 16.8(C)(i);

(B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended;

(C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding securities; or

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(D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction which results in the Executive, or a group of Persons which includes the Executive, acquiring, directly or indirectly, 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities.

16.9 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

16.10 “Company” shall mean EMC Corporation and, except in determining under Section 16.8 whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

16.11 “Date of Termination” shall have the meaning set forth in Section 7.2.

16.12 “Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of one hundred twenty (120) days, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties. Any question as to the existence of the Executive’s Disability upon which the Executive and the Company cannot agree shall be determined by a qualified independent physician selected by the Executive (or, if the Executive is unable to make such selection, it shall be made by any adult member of the Executive’s immediate family), and approved by the Company. The determination of such physician made in writing to the Company and to the Executive shall be final and conclusive for all purposes of this Agreement, absent fraud.

16.13 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

16.14 “Excise Tax” shall mean any excise tax imposed under Section 4999 of the Code.

16.15 “Executive” shall mean the individual named in the first paragraph of this Agreement.

16.16 “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in the

12

second sentence of Section 6.1 (treating all references in subsections (A) through (F) below (but not including subsection (G) below) to a “Change in Control” as references to a “Potential Change in Control”), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in subsection (A), (B), (C), (D), (E) or (G) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:

(A) an adverse change in the Executive’s role or position(s) as an officer of the Company as in effect immediately prior to the Change in Control, including, without limitation, any adverse change in the Executive’s role or position as a result of a diminution of the Executive’s duties or responsibilities (other than, if applicable, any such change directly and solely attributable to the fact that the Company is no longer publicly owned) or the assignment to the Executive of any duties or responsibilities which are inconsistent with such role or position(s), or any removal of the Executive from, or any failure to reappoint or reelect the Executive to, such position(s);

(B) a reduction in the Executive’s Base Salary;

(C) the failure by the Company or any subsidiary of the Company to continue in effect any Plan in which the Executive is participating at the time of the Change in Control (or Plans providing the Executive with at least substantially similar benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control, or the taking of any action, or the failure to act, by the Company which would adversely affect the Executive’s continued participation in any of such Plans on at least as favorable a basis to the Executive as is the case on the date of the Change in Control or which would materially reduce the Executive’s benefits in the future under any of such Plans or deprive the Executive of any material benefit enjoyed by the Executive at the time of the Change in Control;

(D) the Company requiring the Executive to be based at an office that is greater than 50 miles from where the Executive’s office is located immediately prior to the Change in Control except for required travel on the Company’s business to an extent substantially consistent with the business travel obligations which the Executive undertook on behalf of the Company prior to the Change in Control;

(E) any unreasonable refusal by the Company to continue to allow the Executive to attend to matters or engage in activities not directly related to the business of the Company which, prior to the Change in Control, the Executive was permitted by the Board to attend to or engage in;

(F) any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1; for purposes of this Agreement, no such purported termination shall be effective; or

13

(G) a breach by the Company of its obligations under Section 9.1 hereof.

The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. In order for Good Reason to exist hereunder, the Executive must provide notice to the Company of the existence of the condition or circumstance described above within 90 days of the initial existence of the condition or circumstance (or, if later, within 90 days of the Executive’s becoming aware of such condition or circumstance), and the Company must have failed to cure such condition within 30 days of the receipt of such notice. Subject to the preceding sentence, the Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of Good Reason, any good faith claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

16.17 “Notice of Termination” shall have the meaning set forth in Section 7.1.

16.18 “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

16.19 “Plan” shall mean any compensation plan such as an incentive plan, or any employee benefit plan such as a thrift, pension, profit sharing, medical, disability, accident, life insurance plan or a relocation or vacation plan or policy or any other plan, program or policy of the Company or its subsidiaries intended to benefit employees, but excluding following a Change in Control (but not during a Potential Change in Control Period) any stock option, restricted stock or other stock-based plan or benefit except with respect to any awards outstanding under any such plan as of the date of the Change in Control.

16.20 “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following subsections shall have occurred:

(A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(B) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

14

(C) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; or

(D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

16.21 “Potential Change in Control Period” shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control, or (iii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

16.22 “Release Deadline” shall have the meaning set forth in Section 15.

16.23 “Retirement” shall be deemed the reason for the termination by the Executive of the Executive’s employment if such employment is terminated in accordance with the Company’s retirement policy, including early retirement, generally applicable to its salaried employees.

16.24 “Severance Payments” shall have the meaning set forth in Section 6.1.

16.25 “Tax Counsel” shall have the meaning set forth in Section 6.2.

16.26 “Term” shall mean the period of time described in Section 2 (including any extension, continuation or termination described therein).

16.27 “Total Payments” shall mean those payments so described in Section 6.2.

15

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EMC CORPORATION
By:
	Name:
	Title:
	[EXECUTIVE]

16

Schedule of Change in Control Severance Agreements

Name	Effective Date  of Agreement1
Burton, Jeremy	31-Dec-2011
Coviello, Arthur	31-Dec-2011
Dacier, Paul	31-Dec-2011
Elias, Howard	31-Dec-2011
Gelsinger, Patrick	31-Dec-2011
Goulden, David	31-Dec-2011
Krakauer, Mary Louise	19-April-2012
Mollen, John T.	31-Dec-2011
Teuber, William J., Jr.	31-Dec-2011
Tucci, Joseph M.	31-Dec-2011
You, Harry	31-Dec-2011

¹  Refers to the date of the most recently executed change in control severance agreement.

17

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 2, 2012	/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 2, 2012	/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, 2012, 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 2, 2012

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, 2012, 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 2, 2012

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.

XML

Convertible Debt - Additional Information (Detail) (USD $)	0 Months Ended	1 Months Ended	3 Months Ended
	Jan. 09, 2012	Nov. 30, 2006	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010
Issuance date		11/13/2006
Proceed from issuance of senior unsecured obligations		$ 3,450,000,000
Debt instrument, convertible, terms of conversion feature			(1) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the price per 2013 Note for each day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such day; (2) during any calendar quarter, if the last reported sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; or (3) upon the occurrence of certain events specified in the 2013 Notes. Additionally, the 2013 Notes will become convertible during the last three months prior to their maturity.
Shares of our common stock converted per one thousand dollars of principal amount of Notes		62.1978
Conversion premium		27.50%
Conversion price		$ 16.08
Conversion premium based on the closing price		55.00%
Closing price per share		$ 12.61
Convertible debt, fair value			3,191,887,000
Semi annual Interest rate			1.75%
Debt Instrument, frequency of periodic payment			Semi-annually
Debt amortization period			will be fully amortized by December 31, 2013.
Effective interest rate			5.60%		5.60%
Cash payment to noteholders for outstanding principle of converted Notes	1,699,816,000		1,699,816,000		0
Shares issued to noteholders for the excess of the conversion value over the principle amount of converted Notes	29,500,000
Value of the conversion value over the principle amount of converted Notes	661,400,000
Aggregate notional amount of interest rate swap contracts designated as cash flow hedges						900,000,000
Realized loss on replaced interest rate swap contracts				141,000,000
Convertible Notes 1 Point 75 Percent Due 2013
Convertible debt, carrying amount			1,710,300,000
Convertible debt, fair value			3,191,887,000
Carrying amount of the equity component			279,200,000
Debt Instrument, unamortized discount			103,600,000
Amount of converted Notes			14,700,000
Purchased Options
Aggregate amount paid for purchased options		669,100,000
Purchased Options Shares Received				29,500,000
Description of derivative transaction associated with convertible debt			In connection with the issuance of the 2011 Notes and 2013 Notes, we entered into separate convertible note hedge transactions with respect to our common stock (the “Purchased Options”). The Purchased Options allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would pay to the holders of the 2011 Notes and 2013 Notes upon conversion. The Purchased Options will cover, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock.
Sold Warrants
Common stock at an exercise price		$ 19.55
Proceeds from the sale of the warrants		$ 391,100,000
Description of derivative transaction associated with convertible debt			We also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. We received aggregate proceeds of $391.1 million from the sale of the associated warrants. Upon exercise, the value of the warrants is required to be settled in shares. Half of the associated warrants were exercised between February 15, 2012 and March 14, 2012 and the remaining half of the associated warrants have expiration dates between February 18, 2014 and March 18, 2014.
Exercised Warrants
Shares issues for exercised warrants			32,300,000
Group 1 | Purchased Options
Purchased Options Exercised				107,500,000
Group 2 | Purchased Options
Purchased Options Exercised				107,500,000

XML

Activity in Warranty Accrual for Product Warranty (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Balance, beginning of the period	$ 254,554,000	$ 236,131,000
Provision	48,253,000	45,825,000
Amounts charged to the accrual	(39,626,000)	(38,322,000)
Balance, end of the period	$ 263,181,000	$ 243,634,000

XML

Allowance for Credit Losses (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Financing Receivable, Allowance for Credit Losses [Line Items]
Balance, beginning of the period	$ 24,247,000	$ 44,661,000
Recoveries	(11,758,000)	(14,332,000)
Provisions	8,559,000	16,313,000
Balance, end of the period	$ 21,048,000	$ 46,642,000

XML

Income Taxes - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2012	Sep. 30, 2011
Effective income tax rates	23.40%	19.50%
Impact of the expiration of the U.S. federal research and development tax credit	(2.50%)

XML

Components of Inventories (Detail) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Work-in-process	$ 512,119,000	$ 492,064,000
Finished goods	522,131,000	517,904,000
Inventory, Net, Total	$ 1,034,250,000	$ 1,009,968,000

XML

Segment Information (Tables)

3 Months Ended

Mar. 31, 2012

Segment Information

	EMC Information Infrastructure
	Information Storage	Information Intelligence Group	RSA Information Security	EMC Information Infrastructure	VMware Virtual Infrastructure within EMC	Corp Reconciling Items	Consolidated
Three Months Ended:
March 31, 2012
Revenues:
Product revenues	$ 2,454,735	$ 36,062	$ 96,489	$ 2,587,286	$ 481,571	$ -	$ 3,068,857
Services revenues	1,234,172	109,491	110,028	1,453,691	571,830	-	2,025,521
Total consolidated revenues	3,688,907	145,553	206,517	4,040,977	1,053,401	-	5,094,378
Cost of sales	1,629,038	55,932	73,155	1,758,125	128,185	94,851	1,981,161
Gross profit	$ 2,059,869	$ 89,621	$ 133,362	2,282,852	925,216	(94,851)	3,113,217
Gross profit percentage	55.8%	61.6%	64.6%	56.5%	87.8%	-	61.1%
Research and development				338,216	178,665	70,936	587,817
Selling, general and administrative				1,094,012	404,593	151,592	1,650,197
Restructuring and acquisition-related charges				-	-	25,893	25,893
Total costs and expenses				1,432,228	583,258	248,421	2,263,907
Operating income				850,624	341,958	(343,272)	849,310
Other income (expense), net				(28,502)	7,301	(11,220)	(32,421)
Income before provision for income taxes				822,122	349,259	(354,492)	816,889
Income tax provision				220,453	62,969	(92,512)	190,910
Net income				601,669	286,290	(261,980)	625,979
Net income attributable to the non-controlling interest in VMware, Inc.				-	(58,588)	19,451	(39,137)
Net income attributable to EMC Corporation				$ 601,669	$ 227,702	$ (242,529)	$ 586,842

	EMC Information Infrastructure
	Information Storage	Information Intelligence Group	RSA Information Security	EMC Information Infrastructure	VMware Virtual Infrastructure within EMC	Corp Reconciling Items	Consolidated
Three Months Ended:
March 31, 2011
Revenues:
Product revenues	$ 2,384,011	$ 41,132	$ 87,180	$ 2,512,323	$ 418,936	$ -	$ 2,931,259
Services revenues	1,055,466	110,043	87,074	1,252,583	423,776	-	1,676,359
Total consolidated revenues	3,439,477	151,175	174,254	3,764,906	842,712	-	4,607,618
Cost of sales	1,574,251	57,705	79,919	1,711,875	127,290	69,402	1,908,567
Gross profit	$ 1,865,226	$ 93,470	$ 94,335	2,053,031	715,422	(69,402)	2,699,051
Gross profit percentage	54.2%	61.8%	54.1%	54.5%	84.9%	-	58.6%
Research and development				298,133	123,661	80,314	502,108
Selling, general and administrative				1,005,264	334,589	156,078	1,495,931
Restructuring and acquisition-related charges				-	-	26,893	26,893
Total costs and expenses				1,303,397	458,250	263,285	2,024,932
Operating income				749,634	257,172	(332,687)	674,119
Other income (expense), net				(23,993)	1,524	(27,457)	(49,926)
Income before provision for income taxes				725,641	258,696	(360,144)	624,193
Income tax provision				172,214	49,253	(99,828)	121,639
Net income				553,427	209,443	(260,316)	502,554
Net income attributable to the non-controlling interest in VMware, Inc.				-	(41,679)	16,273	(25,406)
Net income attributable to EMC Corporation				$ 553,427	$ 167,764	$ (244,043)	$ 477,148

Revenues By Geographic Area

	For the Three Months Ended
	March 31,		March 31,
	2012		2011
United States	$	2,633,394	$	2,371,032
Europe, Middle East and Africa		1,464,292		1,386,783
Asia Pacific and Japan		711,693		595,064
Latin America, Mexico and Canada		284,999		254,739
Total	$	5,094,378	$	4,607,618

XML

Stockholders' Equity - Additional Information (Detail) (USD $) Share data in Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2008
Repurchases of Common Stock, shares authorized to repurchase				250.0
Repurchases of Common Stock		$ 868,065,000
Repurchases of Common Stock, shares	0
Plan to spend for the year on common stock repurchases			700,000,000
Total Repurchases of Common Stock, shares	195.8
Total Repurchases of Common Stock	$ 3,700,000,000
Common stock excluded from calculation of diluted earnings per share	4.6	15.9
Shares authorized for future repurchases	54.2

XML

Convertible Debt (Tables)

3 Months Ended

Mar. 31, 2012

Key Components of Convertible Debt

	For the Three Months Ended
	March 31,		March 31,
	2012		2011
Contractual interest expense on the coupon	$	7,523	$	15,094
Amortization of the discount component recognized as interest expense		14,700		29,363
Total interest expense on the convertible debt	$	22,223	$	44,457

XML

Components of Property, Plant and Equipment (Detail) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Furniture and fixtures	$ 184,273,000	$ 180,800,000
Equipment and software	4,851,949,000	4,680,118,000
Buildings and improvements	1,768,677,000	1,748,214,000
Land	117,790,000	117,513,000
Building construction in progress	146,650,000	146,650,000
Property, Plant and Equipment, Gross, Total	7,069,339,000	6,873,295,000
Accumulated depreciation	(4,190,075,000)	(4,040,146,000)
Property, plant and equipment, net	$ 2,879,264,000	$ 2,833,149,000

XML

Fair Value of Financial Assets and Liabilities - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
The rate used for the discount margin to determine the estimated fair value of investment in auction rate securities	1.00%	2.00%
Auction rate securities that have partial guarantees by the U.S. government, market value	$ 19,300,000
Percentage of Loans collateralized auction rate securities	FFELP guarantees at least 95% of the loans which collateralize the auction rate securities.
Short term investment	1,667,780,000	1,786,987,000
Contractual maturity period	P90D	P90D
Coupon rate used to estimate fair value of invesments - Start Range	1.00%
Coupon rate used to estimate fair value of invesments - End Range	5.00%
Discount rate used to estimate fair value of investments	1.00%
Foreign Sovereign Debt Securities
Percentage of Available For Sale Securities Debt Securities	7.00%
Average credit rating	AA+
Foreign Debt Securities
Average credit rating	AA-
Auction Rate Securities
Average credit rating	AAA
Variable Rate Demand Note
Short term investment	$ 5,700,000
Contractual maturity period	2014

XML

Business Combinations, Intangibles and Goodwill - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Business Acquisition [Line Items]
Businesses acquired	2
Business acquisition, aggregate consideration for businesses	$ 102,105,000
Cash consideration for acquisition of businesses	102,105,000	14,950,000
Consideration of acquisitions allocated to goodwill	61,700,000
Consideration of acquisitions allocated to intangibles	33,300,000
Consideration of acquisitions allocated to net assets	$ 7,100,000

XML

Joint Ventures (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended
	Apr. 30, 2012	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Equity Method Investment Description Of Principal Activities		VCE, through Vblock infrastructure platforms, delivers an integrated IT offering that combines network, computing, storage, management, security and virtualization technologies for converged infrastructures and cloud based computing models.
Accumulated capital contribution		$ 447.0
Capital contribution	94.7
Accumulated stock-based compensation contributed to joint venture		11.7
Consolidated ownership perentage of outstanding equity		58.00%
Consolidated share of losses		63.20%	58.00%
Net Accumulated Loss from VCE		308.8
Loss From VCE		55.5	41.9
Revenue recognized from sales to VCE		58.4	22.3
Receivable from joint venture		$ 26.3		$ 27.0

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Activity For Restructuring Program (Detail) (USD $)	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2011 Workforce reductions	Mar. 31, 2011 Consolidation of excess facilities and other contractual obligations	Mar. 31, 2012 Restructuring 2012 Program	Mar. 31, 2012 Restructuring 2012 Program Workforce reductions	Mar. 31, 2012 Restructuring 2012 Program Consolidation of excess facilities and other contractual obligations	Mar. 31, 2012 Restructuring Other Programs	Mar. 31, 2012 Restructuring Other Programs Workforce reductions	Mar. 31, 2012 Restructuring Other Programs Consolidation of excess facilities and other contractual obligations
Beginning Balance	$ 81,764,000	$ 53,946,000	$ 27,818,000	$ 0	$ 0	$ 0	$ 79,975,000	$ 49,863,000	$ 30,112,000
Charges	23,299,000	4,640,000	18,659,000	24,666,000	23,348,000	1,318,000	(487,000)	(2,876,000)	2,389,000
Utilization	(32,859,000)	(22,298,000)	(10,561,000)	(3,416,000)	(2,706,000)	(710,000)	(19,995,000)	(15,675,000)	(4,320,000)
Ending Balance	$ 72,204,000	$ 36,288,000	$ 35,916,000	$ 21,250,000	$ 20,642,000	$ 608,000	$ 59,493,000	$ 31,312,000	$ 28,181,000

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Contractual Amounts Due under Leases (Detail) (USD $)	Mar. 31, 2012	Mar. 31, 2011
Leases Disclosure [Line Items]
Due within one year	$ 112,125,000
Due within two years	87,656,000
Due within three years	78,307,000
Thereafter	899,000
Total	278,987,000	277,700,000
Less amounts representing interest	(6,156,000)
Present Value	272,831,000
Current portion (included in accounts and notes receivable)	109,604,000
Long-term portion (included in other assets, net)	$ 163,227,000

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Basis of Presentation

3 Months Ended

Mar. 31, 2012

Basis of Presentation

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, solutions and services.

EMC's Information Infrastructure business provides a foundation for organizations to store, manage, protect, analyze and secure their vast and ever-increasing quantities of information, improve business agility, lower cost of ownership and enhance their competitive advantage within traditional data centers, virtual data centers and cloud-based IT infrastructures. EMC's Information Infrastructure business comprises three segments – Information Storage, RSA Information Security and Information Intelligence Group.

EMC's VMware Virtual Infrastructure business, which is represented by EMC's majority equity stake in VMware, Inc. (“VMware”), is the leader in virtualization and virtualization-based cloud infrastructure solutions utilized by businesses to help them transform the way they build, deliver and consume IT resources in a manner that is evolutionary and based on their specific needs. VMware's virtualization 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 (“GAAP”) 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 31,2011 which are contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2012.

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-monthperiods ended March 31,2012 and 2011.

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 2013and 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.

Reclassifications

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

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased disclosures regarding valuation inputs and investment categorization. The adoption of this new accounting guidance in 2012 did not have a material impact on our consolidated financial position, results of operations or cash flows.

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Jun. 30, 2011
Available for use credit line	$ 50.0
Customer Remediation Period Expense		66.3
Customer Remediation Accrual	$ 44.0
Date of completion of customer remediation efforts	end of second quarter of 2012.

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Changes In Fair Value of Level 3 Financial Assets (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012
Balance, beginning of the period	$ 74,596,000
Calls at par value	(225,000)
Decrease in previously recognized unrealized losses included in other comprehensive income	4,026,000
Balance, end of the period	$ 78,397,000

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2012

Components of Property, Plant and Equipment

	March 31,		December 31,
	2012		2011
Furniture and fixtures	$	184,273	$	180,800
Equipment and software		4,851,949		4,680,118
Buildings and improvements		1,768,677		1,748,214
Land		117,790		117,513
Building construction in progress		146,650		146,650
		7,069,339		6,873,295
Accumulated depreciation		(4,190,075)		(4,040,146)
	$	2,879,264	$	2,833,149

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Accounts and Notes Receivable and Allowance for Credit Losses (Tables)

3 Months Ended

Mar. 31, 2012

Contractual Amounts Due Under Leases

Year	Contractual Amounts Due Under Leases
Due within one year	$	112,125
Due within two years		87,656
Due within three years		78,307
Thereafter		899
Total		278,987
Less amounts representing interest		(6,156)
Present value		272,831
Current portion (included in accounts and notes receivable)		109,604
Long-term portion (included in other assets, net)	$	163,227

Allowance for Credit Losses

	March 31,		March 31,
	2012		2011
Balance, beginning of the period	$	24,247	$	44,661
Recoveries		(11,758)		(14,332)
Provisions		8,559		16,313
Balance, end of the period	$	21,048	$	46,642

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Reconciliation from Basic To Diluted Earnings Per Share for both Numerators and Denominators (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Numerator:
Net income attributable to EMC Corporation	$ 586,842,000	$ 477,148,000
Incremental dilution from VMware	(2,891,000)	(2,764,000)
Net income - dilution attributable to EMC Corporation	$ 583,951,000	$ 474,384,000
Denominator:
Weighted average shares, basic	2,067,828,000	2,066,136,000
Weighted common stock equivalents	45,606,000	59,841,000
Assumed conversion of the 2013 Notes and associated warrants	88,499,000	132,301,000
Weighted average shares, diluted	2,201,933,000	2,258,278,000

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Unrealized Losses on Investments by Investment Category and Length of Time in Continuous Unrealized Loss Position (Detail) (Debt Securities, USD $)	Mar. 31, 2012	Dec. 31, 2011
Less Than 12 Months Fair Value	$ 1,650,329,000
Less Than 12 Months Gross Unrealized Losses	(5,931,000)
12 Months or Greater Fair Value	81,573,000
12 Months or Greater Gross Unrealized Losses	(4,689,000)
Total Fair Value	1,731,902,000
Total Gross Unrealized Losses	(10,620,000)	(23,536,000)
US Government Agencies Debt Securities
Less Than 12 Months Fair Value	862,747,000
Less Than 12 Months Gross Unrealized Losses	(1,651,000)
12 Months or Greater Fair Value	1,482,000
12 Months or Greater Gross Unrealized Losses	(29,000)
Total Fair Value	864,229,000
Total Gross Unrealized Losses	(1,680,000)	(1,488,000)
US Corporate Debt Securities
Less Than 12 Months Fair Value	254,514,000
Less Than 12 Months Gross Unrealized Losses	(475,000)
Total Fair Value	254,514,000
Total Gross Unrealized Losses	(475,000)	(2,573,000)
High Yield Corporate Debt Securities
Less Than 12 Months Fair Value	64,144,000
Less Than 12 Months Gross Unrealized Losses	(2,818,000)
12 Months or Greater Fair Value	1,689,000
12 Months or Greater Gross Unrealized Losses	(381,000)
Total Fair Value	65,833,000
Total Gross Unrealized Losses	(3,199,000)	(7,742,000)
Asset-backed Securities
Less Than 12 Months Fair Value	12,391,000
Less Than 12 Months Gross Unrealized Losses	(14,000)
12 Months or Greater Fair Value	5,000
12 Months or Greater Gross Unrealized Losses	(1,000)
Total Fair Value	12,396,000
Total Gross Unrealized Losses	(15,000)	(25,000)
Municipal Obligations
Less Than 12 Months Fair Value	287,508,000
Less Than 12 Months Gross Unrealized Losses	(655,000)
Total Fair Value	287,508,000
Total Gross Unrealized Losses	(655,000)	(597,000)
Auction Rate Securities
12 Months or Greater Fair Value	78,397,000
12 Months or Greater Gross Unrealized Losses	(4,278,000)
Total Fair Value	78,397,000
Total Gross Unrealized Losses	(4,278,000)	(8,304,000)
Foreign Debt Securities
Less Than 12 Months Fair Value	169,025,000
Less Than 12 Months Gross Unrealized Losses	(318,000)
Total Fair Value	169,025,000
Total Gross Unrealized Losses	$ (318,000)	$ (2,807,000)

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Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2012

Components of Accrued Expenses

	March 31,		December 31,
	2012		2011
Salaries and benefits	$	851,581	$	961,587
Product warranties		263,181		254,554
Partner rebates		138,267		167,813
Restructuring, current (See Note 13)		62,896		61,541
Derivatives		40,185		50,963
Other		890,143		858,521
	$	2,246,253	$	2,354,979

Activity in Warranty Accrual for Product Warranty

	For the Three Months Ended
	March 31,		March 31,
	2012		2011
Balance, beginning of the period	$	254,554	$	236,131
Provision		48,253		45,825
Amounts charged to the accrual		(39,626)		(38,322)
Balance, end of the period	$	263,181	$	243,634

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2012

Reconciliation from Basic to Dilured Earnings Per Share

	For the Three Months Ended
	March 31,		March 31,
	2012		2011
Numerator:
Net income attributable to EMC Corporation	$	586,842	$	477,148
Incremental dilution from VMware		(2,891)		(2,764)
Net income – dilution attributable to EMC Corporation	$	583,951	$	474,384
Denominator:
Weighted average shares, basic		2,067,828		2,066,136
Weighted common stock equivalents		45,606		59,841
Assumed conversion of the 2013 Notes and associated warrants		88,499		132,301
Weighted average shares, diluted		2,201,933		2,258,278

Accumulated Other Comprehensive Loss

		March 31,		December 31,
		2012		2011
Foreign currency translation adjustments	$	4,206	$	(10,780)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(3,850) and
$(8,492)		(6,770)		(15,044)
Unrealized gains on investments, net of taxes of $28,396 and $18,343		47,293		30,608
Unrealized losses on derivatives, net of tax benefits of $(56,287) and $(62,210)		(90,412)		(100,446)
Recognition of actuarial net loss from pension and other postretirement plans, net of tax
benefits of $(81,798) and $(81,798)		(139,108)		(139,108)
		(184,791)		(234,770)
Less: accumulated other comprehensive income attributable to the
non-controlling interest in VMware, Inc.		(901)		(239)
	$	(185,692)	$	(235,009)

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $)	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Non-controlling Interest in VMware
Beginning Balance at Dec. 31, 2010	$ 18,166,776,000	$ 20,692,000	$ 3,816,681,000	$ 13,659,284,000	$ (92,617,000)	$ 762,736,000
Beginning Balance (in shares) at Dec. 31, 2010		2,069,246,000
Stock issued through stock option and stock purchase plans (in shares)		18,423,000
Stock issued through stock option and stock purchase plans	224,347,000	184,000	224,163,000
Tax benefit from stock options exercised	147,810,000		147,810,000
Restricted stock grants, cancellations and withholdings, net (in shares)		2,950,000
Restricted stock grants, cancellations and withholdings, net	(45,962,000)	30,000	(45,992,000)
Repurchase of common stock (in shares)		(33,051,000)
Repurchase of common stock	(868,065,000)	(330,000)	(867,735,000)
EMC purchase of VMware stock	(38,000,000)		(33,944,000)			(4,056,000)
Stock-based compensation	226,222,000		226,222,000
Impact from equity transactions of VMware, Inc.	(51,087,000)		(69,846,000)			18,759,000
Change in market value of investments	15,287,000				12,365,000	2,922,000
Changes in market value of derivatives	4,206,000				4,206,000
Translation adjustment	19,143,000				19,143,000
Reclassification of convertible debt (to)/from mezzanine (Note 4)	29,363,000		29,363,000
Net income	502,554,000			477,148,000		25,406,000
Ending Balance at Mar. 31, 2011	18,332,594,000	20,576,000	3,426,722,000	14,136,432,000	(56,903,000)	805,767,000
Ending Balance (in shares) at Mar. 31, 2011		2,057,568,000
Beginning Balance at Dec. 31, 2011	19,927,122,000	20,489,000	3,052,932,000	16,120,621,000	(235,009,000)	968,089,000
Beginning Balance (in shares) at Dec. 31, 2011	2,048,890,000	2,048,890,000
Stock issued through stock option and stock purchase plans (in shares)		15,145,000
Stock issued through stock option and stock purchase plans	180,189,000	152,000	180,037,000
Tax benefit from stock options exercised	143,182,000		143,182,000
Restricted stock grants, cancellations and withholdings, net (in shares)		3,330,000
Restricted stock grants, cancellations and withholdings, net	(47,675,000)	33,000	(47,708,000)
Repurchase of common stock (in shares)	0
EMC purchase of VMware stock	(39,993,000)		(34,485,000)			(5,508,000)
Stock-based compensation	203,043,000		203,043,000
Impact from equity transactions of VMware, Inc.	78,535,000		930,000			77,605,000
Change in market value of investments	24,959,000				24,464,000	495,000
Changes in market value of derivatives	10,034,000				9,867,000	167,000
Translation adjustment	14,986,000				14,986,000
Convertible debt conversions and warrant settlement (in shares)		32,345,000
Convertible debt conversions and warrant settlement	(702,000)	323,000	(1,025,000)
Reclassification of convertible debt (to)/from mezzanine (Note 4)	15,679,000		15,679,000
Net income	625,979,000			586,842,000		39,137,000
Ending Balance at Mar. 31, 2012	$ 21,135,338,000	$ 20,997,000	$ 3,512,585,000	$ 16,707,463,000	$ (185,692,000)	$ 1,079,985,000
Ending Balance (in shares) at Mar. 31, 2012	2,099,710,000	2,099,710,000

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Restructuring and Acquisition-Related Charges (Tables)

3 Months Ended

Mar. 31, 2012

Activity for the Restructuring Programs

Three Months Ended March 31, 2012
2012 Programs	Beginning	2012		Balance as of
Category	Balance	Charges	Utilization	March 31, 2012
Workforce reductions	$ -	$ 23,348	$ (2,706)	$ 20,642
Consolidation of excess facilities	-	1,318	(710)	608
Total	$ -	$ 24,666	$ (3,416)	$ 21,250
		Adjustments
Other Programs	Beginning	to the		Balance as of
Category	Balance	Provision	Utilization	March 31, 2012
Workforce reductions	$ 49,863	$ (2,876)	$ (15,675)	$ 31,312
Consolidation of excess facilities and other contractual obligations	30,112	2,389	(4,320)	28,181
Total	$ 79,975	$ (487)	$ (19,995)	$ 59,493
Three Months Ended March 31, 2011
	Beginning	2011		Balance as of
Category	Balance	Charges	Utilization	March 31, 2011
Workforce reductions	$ 53,946	$ 4,640	$ (22,298)	$ 36,288
Consolidation of excess facilities and other contractual obligations	27,818	18,659	(10,561)	35,916
Total	$ 81,764	$ 23,299	$ (32,859)	$ 72,204

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Composition of Investments (Detail) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Debt Securities
Available For Sale Securities Amortized Cost	$ 6,084,240,000	$ 6,228,479,000
Available For Sale Securities Unrealized Gains	52,179,000	42,149,000
Available For Sale Securities Unrealized Losses	(10,620,000)	(23,536,000)
Available For Sale Securities Fair Value	6,125,799,000	6,247,092,000
Debt Securities | US Government Agencies Debt Securities
Available For Sale Securities Amortized Cost	2,212,101,000	2,474,029,000
Available For Sale Securities Unrealized Gains	10,111,000	12,420,000
Available For Sale Securities Unrealized Losses	(1,680,000)	(1,488,000)
Available For Sale Securities Fair Value	2,220,532,000	2,484,961,000
Debt Securities | US Corporate Debt Securities
Available For Sale Securities Amortized Cost	1,371,048,000	1,400,373,000
Available For Sale Securities Unrealized Gains	11,498,000	9,953,000
Available For Sale Securities Unrealized Losses	(475,000)	(2,573,000)
Available For Sale Securities Fair Value	1,382,071,000	1,407,753,000
Debt Securities | High Yield Corporate Debt Securities
Available For Sale Securities Amortized Cost	451,107,000	442,723,000
Available For Sale Securities Unrealized Gains	21,441,000	12,498,000
Available For Sale Securities Unrealized Losses	(3,199,000)	(7,742,000)
Available For Sale Securities Fair Value	469,349,000	447,479,000
Debt Securities | Asset-backed Securities
Available For Sale Securities Amortized Cost	42,766,000	29,101,000
Available For Sale Securities Unrealized Gains	105,000	72,000
Available For Sale Securities Unrealized Losses	(15,000)	(25,000)
Available For Sale Securities Fair Value	42,856,000	29,148,000
Debt Securities | Municipal Obligations
Available For Sale Securities Amortized Cost	898,319,000	814,657,000
Available For Sale Securities Unrealized Gains	2,316,000	2,021,000
Available For Sale Securities Unrealized Losses	(655,000)	(597,000)
Available For Sale Securities Fair Value	899,980,000	816,081,000
Debt Securities | Auction Rate Securities
Available For Sale Securities Amortized Cost	82,675,000	82,900,000
Available For Sale Securities Unrealized Gains	0	0
Available For Sale Securities Unrealized Losses	(4,278,000)	(8,304,000)
Available For Sale Securities Fair Value	78,397,000	74,596,000
Debt Securities | Foreign Debt Securities
Available For Sale Securities Amortized Cost	1,026,224,000	984,696,000
Available For Sale Securities Unrealized Gains	6,708,000	5,185,000
Available For Sale Securities Unrealized Losses	(318,000)	(2,807,000)
Available For Sale Securities Fair Value	1,032,614,000	987,074,000
Debt and Equity Securities
Available For Sale Securities Amortized Cost	6,142,299,000	6,286,678,000
Available For Sale Securities Unrealized Gains	75,689,000	48,951,000
Available For Sale Securities Unrealized Losses	(10,620,000)	(23,536,000)
Available For Sale Securities Fair Value	6,207,368,000	6,312,093,000
Debt and Equity Securities | Publicly Traded Equity Securities
Available For Sale Securities Amortized Cost	58,059,000	58,199,000
Available For Sale Securities Unrealized Gains	23,510,000	6,802,000
Available For Sale Securities Unrealized Losses	0	0
Available For Sale Securities Fair Value	$ 81,569,000	$ 65,001,000

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Components of Accrued Expenses (Detail) (USD $)	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010
Salaries and benefits	$ 851,581,000	$ 961,587,000
Product warranties	263,181,000	254,554,000	243,634,000	236,131,000
Partner rebates	138,267,000	167,813,000
Restructuring, current (see Note 13)	62,896,000	61,541,000
Derivatives	40,185,000	50,963,000
Other	890,143,000	858,521,000
Accrued Liabilities, Current, Total	$ 2,246,253,000	$ 2,354,979,000

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CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 4,671,175,000	$ 4,531,036,000
Short-term investments	1,667,780,000	1,786,987,000
Accounts and notes receivable, less allowance for doubtful accounts of $68,647 and $61,804	2,661,923,000	2,937,499,000
Inventories	1,034,250,000	1,009,968,000
Deferred income taxes	750,172,000	733,308,000
Other current assets	514,950,000	583,885,000
Total current assets	11,300,250,000	11,582,683,000
Long-term investments	4,539,588,000	4,525,106,000
Property, plant and equipment, net	2,879,264,000	2,833,149,000
Intangible assets, net	1,713,829,000	1,766,115,000
Goodwill	12,216,710,000	12,154,970,000
Other assets, net	1,335,607,000	1,406,156,000
Total assets	33,985,248,000	34,268,179,000
Current liabilities:
Accounts payable	922,624,000	1,101,659,000
Accrued expenses	2,246,253,000	2,354,979,000
Notes converted and payable (See Note 4)	14,046,000	1,699,832,000
Income taxes payable	24,253,000	155,909,000
Convertible debt (See Note 4)	1,606,675,000	1,605,142,000
Deferred revenue	4,073,273,000	3,458,689,000
Total current liabilities	8,887,124,000	10,376,210,000
Income taxes payable	233,352,000	238,851,000
Deferred revenue	2,723,353,000	2,715,361,000
Deferred income taxes	605,320,000	603,398,000
Other liabilities	297,115,000	287,912,000
Total liabilities	12,746,264,000	14,221,732,000
Convertible debt (See Note 4)	103,646,000	119,325,000
Commitments and contingencies (See Note 14)	0	0
Shareholders' equity:
Preferred stock, par value $0.01; authorized 25,000 shares; none outstanding	0	0
Common stock, par value $0.01; authorized 6,000,000 shares; issued and outstanding 2,099,710 and 2,048,890 shares	20,997,000	20,489,000
Additional paid-in capital	3,512,585,000	3,052,932,000
Retained earnings	16,707,463,000	16,120,621,000
Accumulated other comprehensive loss, net	(185,692,000)	(235,009,000)
Total EMC Corporation's shareholders' equity	20,055,353,000	18,959,033,000
Non-controlling interest in VMware, Inc.	1,079,985,000	968,089,000
Total shareholders' equity	21,135,338,000	19,927,122,000
Total liabilities and shareholders' equity	$ 33,985,248,000	$ 34,268,179,000

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Contractual Maturities of Investments (Detail) (Debt Securities, USD $)	Mar. 31, 2012	Dec. 31, 2011
Debt Securities
Amortized Cost Basis
Due within one year	$ 1,658,223,000
Due after 1 year through 5 years	3,654,373,000
Due after 5 years through 10 years	440,857,000
Due after 10 years	330,787,000
Available For Sale Securities Amortized Cost	6,084,240,000	6,228,479,000
Aggregate Fair Value
Due within one year	1,662,038,000
Due after 1 year through 5 years	3,677,387,000
Due after 5 years through 10 years	456,844,000
Due after 10 years	329,530,000
Available For Sale Securities Fair Value	$ 6,125,799,000	$ 6,247,092,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Unrealized gain (loss), net of taxes (benefits)	$ 13,045,000	$ 8,959,000
Less: reclassificaiton adjustment for net gains realized in net income, net of taxes (benefits)	1,650,000	1,257,000
Changes in market value of derivatives, net of taxes (benefits)	5,928,000	3,392,000
Less: reclassification adjustment for net (gains) losses included in net income, net of taxes (benefits)	$ (5,000)	$ (1,109,000)

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Accumulated Other Comprehensive Loss, Net of Tax (Parenthetical) (Detail) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Unrealized losses on temporarily impaired investments, tax benefits	$ (3,850,000)	$ (8,492,000)
Unrealized gains on investments, taxes	28,396,000	18,343,000
Unrealized gains (losses) on derivatives, taxes (benefits)	(56,287,000)	(62,210,000)
Recognition of actuarial net loss from pension and other postretirement plans, tax benefits	$ (81,798,000)	$ (81,798,000)

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Non-controlling Interest in VMware, Inc. - Additional Information (Detail) (USD $)	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011
Noncontrolling Interest [Line Items]
Non-controlling interest in VMware, Inc.	$ 1,079,985,000	$ 968,089,000	$ 805,767,000
Voting power of VMware's outstanding common stock	97.00%
Percentage of ownership interest in VMware, Inc.	79.00%

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Revenues By Geographic Area (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Total consolidated revenues	$ 5,094,378,000	$ 4,607,618,000
United States
Total consolidated revenues	2,633,394,000	2,371,032,000
Europe, Middle East and Africa
Total consolidated revenues	1,464,292,000	1,386,783,000
Asia Pacific And Japan
Total consolidated revenues	711,693,000	595,064,000
Latin America, Mexico And Canada
Total consolidated revenues	$ 284,999,000	$ 254,739,000

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies

14.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, 2012, 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, 2012, we were in compliance with the covenants.

       RSA Special Charge

In March 2011, RSA was the target of a sophisticated cyber attack which resulted in information related to RSA's SecurID products being compromised.  In the first quarter of 2011, we incurred and accrued costs associated with investigating the attack, hardening our systems and working with our customers to implement remediation programs.  In the second quarter of 2011, we recorded a $66.3 million charge in cost of sales related to the expansion of thecustomer remediation programs.  We expanded our customer remediation programs in June 2011 to respond to heightened customer concerns resulting from press coverage relating to an unsuccessful cyber attack on one of our defense sector customers, as well as broad media coverage of cyber attacks on other high profile organizations.  At March 31, 2012, we had a remaining reserve of $44.0 million included in accrued liabilities on the consolidated balance sheet. We considered whether additional losses might result from the pending remediation efforts beyond our existing accrual and concluded that no additional material losses related to the remediation efforts are reasonably possible.  We expect that the remediation efforts will be substantially completed by the end of the second quarter of 2012.

       Litigation

We are involved in a variety of claims, demands, suits, investigations and proceedings 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 all currently pending matters, and such amounts are reflected in our consolidated financial statements. These recorded amounts are not material to our consolidated financial position or results of operations and no additional material losses related to these pending matters are reasonably possible. While it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material adverse effect on our business, results of operations or financial condition. 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.

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Effect of Changes in Ownership Interest in VMware on Equity (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income attributable to EMC Corporation	$ 586,842,000	$ 477,148,000
Transfers (to) from the non-controlling interest in VMware:
Increase in EMC Corporation's additional paid-in-capital for VMware's equity issuances	37,982,000	35,069,000
Decrease in EMC Corporation's additional paid-in-capital for VMware's other equity activity	(37,052,000)	(104,915,000)
Net transfers (to) from non-controlling interest	930,000	(69,846,000)
Change from net income attributable to EMC Corporation and transfers from the non-controlling interest in VMware, Inc.	$ 587,772,000	$ 407,302,000

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Non-controlling Interest in VMware, Inc. (Tables)

3 Months Ended

Mar. 31, 2012

Effect of Changes in Ownership Interest in VMware on Equity

	For the Three Months Ended
	March 31,		March 31,
	2012		2011
Net income attributable to EMC Corporation	$	586,842	$	477,148
Transfers (to) from the non-controlling interest in VMware, Inc.:
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity
issuances		37,982		35,069
Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other
equity activity		(37,052)		(104,915)
Net transfers (to) from non-controlling interest		930		(69,846)
Change from net income attributable to EMC Corporation and transfers from the
non-controlling interest in VMware, Inc.	$	587,772	$	407,302

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Cash received from customers	$ 6,023,588,000	$ 5,392,175,000
Cash paid to suppliers and employees	(4,114,849,000)	(4,009,553,000)
Dividends and interest received	18,483,000	33,927,000
Interest paid	(1,342,000)	(4,749,000)
Income taxes paid	(237,692,000)	(277,023,000)
Net cash provided by operating activities	1,688,188,000	1,134,777,000
Cash flows from investing activities:
Additions to property, plant and equipment	(153,631,000)	(165,525,000)
Capitalized software development costs	(105,848,000)	(111,993,000)
Purchases of short and long-term available-for-sale securities	(1,585,822,000)	(1,601,241,000)
Sales of short and long-term available-for-sale securities	1,439,393,000	1,341,335,000
Maturities of short and long-term available-for-sale securities	273,982,000	261,228,000
Business acquisitions, net of cash acquired	(102,105,000)	(14,950,000)
Decrease (increase) in strategic and other related investments	10,100,000	(198,049,000)
Other, net	5,000,000	(45,000,000)
Net cash used in investing activities	(218,931,000)	(534,195,000)
Cash flows from financing activities:
Issuance of EMC's common stock from the exercise of stock options	180,189,000	224,347,000
Issuance of VMware's common stock from the exercise of stock options	111,041,000	90,171,000
EMC purchase of VMware's common stock	(39,993,000)	(38,000,000)
Excess tax benefits from stock-based compensation	106,024,000	109,008,000
Payment of long-term and short-term obligations	(355,000)	(11,000)
Proceeds from long-term and short-term obligations	2,742,000	294,000
Payment of convertible debt	(1,699,816,000)	0
Net cash used in financing activities	(1,340,168,000)	(629,985,000)
Effect of exchange rate changes on cash and cash equivalents	11,050,000	12,597,000
Net increase (decrease) in cash and cash equivalents	140,139,000	(16,806,000)
Cash and cash equivalents at beginning of period	4,531,036,000	4,119,138,000
Cash and cash equivalents at end of period	4,671,175,000	4,102,332,000
Reconciliation of net income to net cash provided by operating activities:
Net income	625,979,000	502,554,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	367,453,000	339,272,000
Non-cash interest expense on convertible debt	9,323,000	26,291,000
Non-cash restructuring and other special charges	4,477,000	382,000
Stock-based compensation expense	200,572,000	212,265,000
Provision for doubtful accounts	9,472,000	6,415,000
Deferred income taxes, net	(52,320,000)	(10,834,000)
Excess tax benefits from stock-based compensation	(106,024,000)	(109,008,000)
Other, net	(8,987,000)	(8,316,000)
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable	299,977,000	223,464,000
Inventories	(96,249,000)	(102,729,000)
Other assets	(19,580,000)	(127,747,000)
Accounts payable	(28,686,000)	(136,802,000)
Accrued expenses	(167,584,000)	(121,190,000)
Income taxes payable	5,538,000	(144,550,000)
Deferred revenue	619,761,000	554,678,000
Other liabilities	25,066,000	30,632,000
Net cash provided by operating activities	1,688,188,000	1,134,777,000
Parent
Cash flows from financing activities:
Repurchase of common stock	0	(868,065,000)
VMware
Cash flows from financing activities:
Repurchase of common stock	$ 0	$ (147,729,000)

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Accounts and notes receivable, allowance for doubtful accounts	$ 68,647,000	$ 61,804,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	25,000,000	25,000,000
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	6,000,000,000	6,000,000,000
Common stock, issued	2,099,710,000	2,048,890,000
Common stock, outstanding	2,099,710,000	2,048,890,000

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Joint Ventures

3 Months Ended

Mar. 31, 2012

Joint Ventures

9.       Joint Ventures

VCE Company LLC

In 2009, Cisco and EMC formed VCE Company LLC (“VCE”). VMware and Intel are also investors in VCE.VCE, through Vblock infrastructure platforms, delivers an integrated IT offering that combines network, computing, storage, management, security and virtualization technologies for converged infrastructures and cloud based computing models.As of March 31, 2012, we have contributed $447.0 million in fundingand $11.7 million in stock-based compensation to VCE since inception and own approximately 58% of VCE's outstanding equity.In April 2012, EMC contributed an additional $94.7 million in funding to VCE.

We consider VCE a variable interest entity. Authoritative guidance related to variable interest entities states that the primary beneficiary of a variable interest entity must have both of the following characteristics: (a) the power to direct the activities of a variable interest entity that most significantly will impact the entity's economic performance; and (b) the obligation to absorb losses that could be potentially significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Since the power to direct the activities of VCE which most significantly impact its economic performance are determined by its board of directors, which is comprised of equal representation of EMC and Cisco, and all significant decisions require the approval of the minority shareholders, we have determined we are not the primary beneficiary, and as such we account for the investment under the equity method.

Our portion of VCE's gains and losses is recognized in other expense, net, in the consolidated income statements.Our consolidated share of VCE's losses, based upon our portion of the overall funding, was approximately 63.2% for the three months ended March 31, 2012 and 58% for the three months ended March 31, 2011. As ofMarch 31, 2012, we have recorded net accumulated losses from VCE of $308.8million since inception,of which $55.5million and $41.9million were recorded in the three months endedMarch 31, 2012 and 2011, respectively.

We recognized $58.4 million and $22.3 million in revenue from sales of product and services to VCE during the three months ended March 31, 2012 and 2011, respectively. We perform certain administrative services, pursuant to an administrative services agreement, on behalf of VCE and we pay certain operating expenses on behalf of VCE. Accordingly, we have a receivable from VCE related to the administrative services agreement of$26.3 million and $27.0 million as ofMarch 31, 2012 and December 31, 2011, respectively, which is included in other current assets in the consolidated balance sheets.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	EMC
Entity Registrant Name	EMC CORP
Entity Central Index Key	0000790070
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	2,099,710,476

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Accrued Expenses

3 Months Ended

Mar. 31, 2012

Accrued Expenses

10.Accrued Expenses

Accrued expenses consist of (table in thousands):

	March 31,		December 31,
	2012		2011
Salaries and benefits	$	851,581	$	961,587
Product warranties		263,181		254,554
Partner rebates		138,267		167,813
Restructuring, current (See Note 13)		62,896		61,541
Derivatives		40,185		50,963
Other		890,143		858,521
	$	2,246,253	$	2,354,979

Product Warranties

Systems sales include a standard product warranty. At the time of the sale, we accrue for systems' warranty costs. The initial systems' warranty accrual is based upon our historical experience, expected future costs and specific identification of systems' requirements. Upon sale or expiration of the initial warranty, we may sell additional maintenance contracts to our customers. Revenue from these additional maintenance contracts is included in deferred revenue and recognized ratably over the service period. The following represents the activity in our warranty accrual for the three months ended March 31, 2012 and 2011 (table in thousands):

	For the Three Months Ended
	March 31,		March 31,
	2012		2011
Balance, beginning of the period	$	254,554	$	236,131
Provision		48,253		45,825
Amounts charged to the accrual		(39,626)		(38,322)
Balance, end of the period	$	263,181	$	243,634

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.

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CONSOLIDATED INCOME STATEMENTS (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenues:
Product sales	$ 3,068,857,000	$ 2,931,259,000
Services	2,025,521,000	1,676,359,000
Total consolidated revenues	5,094,378,000	4,607,618,000
Costs and expenses:
Cost of product sales	1,301,550,000	1,320,488,000
Cost of services	679,611,000	588,079,000
Research and development	587,817,000	502,108,000
Selling, general and administrative	1,650,197,000	1,495,931,000
Restructuring and acquisition-related charges	25,893,000	26,893,000
Operating income	849,310,000	674,119,000
Non-operating income (expense):
Investment income	29,452,000	38,227,000
Interest expense	(18,183,000)	(44,979,000)
Other expense, net	(43,690,000)	(43,174,000)
Total non-operating expense	(32,421,000)	(49,926,000)
Income before provision for income taxes	816,889,000	624,193,000
Income tax provision	190,910,000	121,639,000
Net income	625,979,000	502,554,000
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39,137,000)	(25,406,000)
Net income attributable to EMC Corporation	$ 586,842,000	$ 477,148,000
Net income per weighted average share, basic attributable to EMC Corporation common shareholders	$ 0.28	$ 0.23
Net income per weighted average share, diluted attributable to EMC Corporation common shareholders	$ 0.27	$ 0.21
Weighted average shares, basic	2,067,828,000	2,066,136,000
Diluted weighted average shares outstanding	2,201,933,000	2,258,278,000

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Convertible Debt

3 Months Ended

Mar. 31, 2012

Convertible Debt

4.Convertible Debt

In November 2006, we issued our $1,725 million 1.75% convertible senior notes due 2011 (the “2011 Notes”) and our $1,725 million 1.75% convertible senior notes due 2013 (the “2013 Notes”)for total gross proceeds of $3.45 billion. The 2011 Notes and 2013 Notesare senior unsecured obligations and rank equally with all other existing and future senior unsecured debt.

The 2011 Notes matured and a majority of the noteholders exercised their right to convert the outstanding 2011 Notes at the end of 2011. Pursuant to the settlement terms, the majority of the converted 2011Notes were not settled until January 9, 2012. At that time, we paid the noteholders $1,699.8 million in cash for the outstanding principal and 29.5 million shares for the $661.4 million excess of the conversion value over the principal amount, as prescribed by the terms of the 2011 Notes.

The holders of the 2013 Notes may convert their 2013 Notes at their option on any day prior to the close of business on the scheduled trading day immediately preceding September 1, 2013 only under the following circumstances: (1) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the price per 2013 Note for each day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such day; (2) during any calendar quarter, if the last reported sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; or (3) upon the occurrence of certain events specified in the 2013 Notes. Additionally, the 2013 Notes will become convertible during the last three months prior to their maturity.

Upon conversion, we will pay cash up to the principal amount of the debt converted. With respect to any conversion value in excess of the principal amount of the 2013 Notes converted, we have the option to settle the excess with cash, shares of our common stock, or a combination of cash and shares of our common stock based on a daily conversion value, determined in accordance with the indenture, calculated on a proportionate basis for each day of the relevant 20-day observation period. The initial conversion rate for the 2013 Notes will be 62.1978 shares of our common stock per one thousand dollars of principal amount of 2013 Notes, which represents a 27.5% conversion premium from the date the 2013 Notes were issued and is equivalent to a conversion price of approximately $16.08 per share of our common stock. The conversion price is subject to adjustment in some events as set forth in the indenture. In addition, if a “fundamental change” (as defined in the indenture) occurs prior to the maturity date, we will in some cases increase the conversion rate for a holder of 2013 Notes that elects to convert its 2013 Notes in connection with such fundamental change.

At March 31, 2012, the contingent conversion thresholds on the 2013 Notes were exceeded. As a result, the 2013 Notes became convertible at the option of the holder through June 30, 2012. Accordingly, since the terms of the 2013 Notes require the principal to be settled in cash, we reclassified from shareholders' equity the portion of the 2013 Notes attributable to the conversion feature which had not yet been accreted to its face value, and the 2013 Notes were classified as a current liability. Contingencies continue to exist regarding the holders' ability to convert the 2013 Notes in future quarters. The determination of whether the 2013 Notes are convertible will be performed on a quarterly basis. Consequently, the 2013 Notes might not be convertible in future quarters and therefore the 2013 Notes may be reclassified as long-term debt if the contingent conversion thresholds are not met. Approximately $14.7 million of the 2013 Notes have been converted as of March 31, 2012.

The carrying amount of the 2013 Notes reported in the consolidated balance sheets as of March 31, 2012 was $1,710.3 million and the fair value was $3,191.9 million. The carrying amount of the equity component of the 2013 Notes was $279.2 million at March 31, 2012. As of March 31, 2012, the unamortized discount on the 2013 Notes consists of $103.6 million, which will be fully amortized by December 1, 2013.

The 2013 Notes pay interest in cash at a rate of 1.75% semi-annually in arrears on December 1 and June 1 of each year. The effective interest rate on the 2011 Notes and 2013 Notes was 5.6% for both the three months endedMarch 31, 2012 and 2011.

The following table represents the key components of our interest expense on convertible debt (table in thousands):

	For the Three Months Ended
	March 31,		March 31,
	2012		2011
Contractual interest expense on the coupon	$	7,523	$	15,094
Amortization of the discount component recognized as interest expense		14,700		29,363
Total interest expense on the convertible debt	$	22,223	$	44,457

In connection with the issuance of the 2011 Notes and 2013 Notes, we entered into separate convertible note hedge transactions with respect to our common stock (the “Purchased Options”). The Purchased Options allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would pay to the holders of the 2011 Notes and 2013 Notes upon conversion. The Purchased Options will cover, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock. We paid an aggregate amount of $669.1 million of the proceeds from the sale of the 2011 Notes and 2013 Notes for the Purchased Options that was recorded as additional paid-in-capital in shareholders' equity. In the fourth quarter of 2011, we exercised 107.5 million of the Purchased Options in conjunction with the planned settlements of the 2011 Notes, and we received 29.5 million shares of net settlement on January 9, 2012, representing the excess conversion value of the options.  The remaining 107.5 million of the Purchased Options expire on December 1, 2013.

We also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock. We received aggregate proceeds of $391.1 million from the sale of the associated warrants. Upon exercise, the value of the warrants is required to be settled in shares. Half of the associated warrants were exercised between February 15, 2012 and March 14, 2012 and the remaining half of the associated warrants have expiration dates between February 18, 2014 and March 18, 2014. During the three months ended March 31, 2012, the exercised warrants were settled with 32.3 million shares of our common stock.

The Purchased Options and associated warrants will generally have the effect of increasing the conversion price of the 2013 Notes to approximately $19.55 per share of our common stock, representing an approximate 55% conversion premium based on the closing price of $12.61 per share of our common stock on November 13, 2006, which was the issuance date of the 2013 Notes.

In 2010, EMC entered into interest rate swap contracts with an aggregate notional amount of approximately $900 million. These swaps were designated as cash flow hedges of the semi-annual interest payments of the forecasted issuance of debt in 2011 when our 2011 Notes were scheduled to become due. As such, the unrealized loss on these hedges was recognized in other comprehensive loss until the underlying exposure was realized. In November 2011, we settled these swaps and replaced them with new interest rate swap contracts for the forecasted issuance of debt in 2012. The notional amount and other terms match the underlying hedged item and both the original and the new swaps were deemed as effective hedges. As such, the unrealized loss on these new hedges at March 31, 2012 was recorded in other comprehensive loss. The realized loss on the replaced interest rate swap contracts was $141.0 million at the time of settlement. Since we intend to issue debt in 2012, this loss will be realized over the life of the new debt issued under the related interest rate swap contracts and recognized as a component of interest expense in the consolidated income statements.

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Acquisitions

3 Months Ended

Mar. 31, 2012

Acquisitions

3.       Acquisitions

During the three months ended March 31, 2012, we acquired all of the outstanding capital stock of Likewise Software, a provider oftechnology for managing cross-platform access to data files and software for managing unstructured data, and Pivotal Labs, a provider of services and technology to build Big Dataapplications. These acquisitions complement and expand our Information Storage segment. The aggregate cash consideration for these two acquisitions was $102.1 million, net of cash acquired. The consideration paid was allocated to the fair value of the assets acquired and liabilities assumed based on estimated fair values as of the respective acquisition dates. The aggregate allocation to goodwill, intangibles and net assets was approximately $61.7 million, $33.3 million and $7.1 million, respectively. The intangible assets are being amortized based upon the pattern in which the economic benefits of the intangible assets are being utilized. 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 the aggregate, to our consolidated results of operations for the three months ended March 31, 2012 or 2011.

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Segment Information

3 Months Ended

Mar. 31, 2012

Segment Information

15.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, Information Intelligence Group 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 corporate level. For the three segments within the EMC Information Infrastructure business, gross profit is the segment operating performance measure.       

Our segment information for the three months endedMarch 31, 2012 and 2011 is as follows (tables in thousands, except percentages):

	EMC Information Infrastructure
	Information Storage	Information Intelligence Group	RSA Information Security	EMC Information Infrastructure	VMware Virtual Infrastructure within EMC	Corp Reconciling Items	Consolidated
Three Months Ended:
March 31, 2012
Revenues:
Product revenues	$ 2,454,735	$ 36,062	$ 96,489	$ 2,587,286	$ 481,571	$ -	$ 3,068,857
Services revenues	1,234,172	109,491	110,028	1,453,691	571,830	-	2,025,521
Total consolidated revenues	3,688,907	145,553	206,517	4,040,977	1,053,401	-	5,094,378
Cost of sales	1,629,038	55,932	73,155	1,758,125	128,185	94,851	1,981,161
Gross profit	$ 2,059,869	$ 89,621	$ 133,362	2,282,852	925,216	(94,851)	3,113,217
Gross profit percentage	55.8%	61.6%	64.6%	56.5%	87.8%	-	61.1%
Research and development				338,216	178,665	70,936	587,817
Selling, general and administrative				1,094,012	404,593	151,592	1,650,197
Restructuring and acquisition-related charges				-	-	25,893	25,893
Total costs and expenses				1,432,228	583,258	248,421	2,263,907
Operating income				850,624	341,958	(343,272)	849,310
Other income (expense), net				(28,502)	7,301	(11,220)	(32,421)
Income before provision for income taxes				822,122	349,259	(354,492)	816,889
Income tax provision				220,453	62,969	(92,512)	190,910
Net income				601,669	286,290	(261,980)	625,979
Net income attributable to the non-controlling interest in VMware, Inc.				-	(58,588)	19,451	(39,137)
Net income attributable to EMC Corporation				$ 601,669	$ 227,702	$ (242,529)	$ 586,842

	EMC Information Infrastructure
	Information Storage	Information Intelligence Group	RSA Information Security	EMC Information Infrastructure	VMware Virtual Infrastructure within EMC	Corp Reconciling Items	Consolidated
Three Months Ended:
March 31, 2011
Revenues:
Product revenues	$ 2,384,011	$ 41,132	$ 87,180	$ 2,512,323	$ 418,936	$ -	$ 2,931,259
Services revenues	1,055,466	110,043	87,074	1,252,583	423,776	-	1,676,359
Total consolidated revenues	3,439,477	151,175	174,254	3,764,906	842,712	-	4,607,618
Cost of sales	1,574,251	57,705	79,919	1,711,875	127,290	69,402	1,908,567
Gross profit	$ 1,865,226	$ 93,470	$ 94,335	2,053,031	715,422	(69,402)	2,699,051
Gross profit percentage	54.2%	61.8%	54.1%	54.5%	84.9%	-	58.6%
Research and development				298,133	123,661	80,314	502,108
Selling, general and administrative				1,005,264	334,589	156,078	1,495,931
Restructuring and acquisition-related charges				-	-	26,893	26,893
Total costs and expenses				1,303,397	458,250	263,285	2,024,932
Operating income				749,634	257,172	(332,687)	674,119
Other income (expense), net				(23,993)	1,524	(27,457)	(49,926)
Income before provision for income taxes				725,641	258,696	(360,144)	624,193
Income tax provision				172,214	49,253	(99,828)	121,639
Net income				553,427	209,443	(260,316)	502,554
Net income attributable to the non-controlling interest in VMware, Inc.				-	(41,679)	16,273	(25,406)
Net income attributable to EMC Corporation				$ 553,427	$ 167,764	$ (244,043)	$ 477,148

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,		March 31,
	2012		2011
United States	$	2,633,394	$	2,371,032
Europe, Middle East and Africa		1,464,292		1,386,783
Asia Pacific and Japan		711,693		595,064
Latin America, Mexico and Canada		284,999		254,739
Total	$	5,094,378	$	4,607,618

No country other than the United States accounted for 10% or more of revenues during the three months endedMarch 31, 2012 or 2011.

Long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets,in the United Stateswere $3,631.2 million at March 31, 2012 and $3,622.8 million at December 31, 2011. Internationally, long-lived assets, excluding financial instruments and deferred tax assets, were $583.6 million at March 31, 2012 and $616.5 million at December 31, 2011. No country other than the United Statesaccounted for 10% or more of total long-lived assets, excluding financial instruments and deferred tax assets, at March 31, 2012 or December 31, 2011.

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Income Taxes

3 Months Ended

Mar. 31, 2012

Income Taxes

11.Income Taxes

Our effective income tax rates were 23.4% and 19.5% for thethree months endedMarch 31, 2012 and 2011, 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, 2012 and 2011, 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; substantially all of our income before provision for income taxes from foreign operations has been earned by our Irish subsidiaries. We do not believe that any recent or currently expected developments in non-U.S. tax jurisdictions are reasonably likely to have a material impact on our effective rate.

The increase in the effective tax rate in 2012 compared to 2011 was due primarily to the expiration of the U.S. federal research and development tax credit for 2012 which negatively impacted the rate by 2.5 percentage points,and unfavorable discrete items.

We have concluded all U.S. federal income tax matters for years through 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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Accounts and Notes Receivable and Allowance for Credit Losses

3 Months Ended

Mar. 31, 2012

Accounts and Notes Receivable and Allowance for Credit Losses

7.Accounts and Notes Receivable and Allowance for Credit Losses

Our accounts and notes receivable are recorded at cost. The portion of our notes receivable due in one year or less are included in accounts and notes receivable and the long-term portion is included in other assets, net. Lease receivables arise from sales-type leases of products. We typically sell, without recourse, the contractual right to the lease payment stream and assets under lease to third parties. For certain customers, we retain the lease.

The contractual amounts due under the leases we retained as of March 31, 2012 were as follows (table in thousands):

Year	Contractual Amounts Due Under Leases
Due within one year	$	112,125
Due within two years		87,656
Due within three years		78,307
Thereafter		899
Total		278,987
Less amounts representing interest		(6,156)
Present value		272,831
Current portion (included in accounts and notes receivable)		109,604
Long-term portion (included in other assets, net)	$	163,227

Subsequent to March 31, 2012, we sold$42.6 million of these notes to third parties without recourse.

We maintain an allowance for credit losses on our accounts and notes receivable. The allowance is based on the credit worthiness of our customers, including an assessment of the customer's financial position, operating performance and their ability to meet their contractual obligation. We assess the credit scores for our customers each quarter. In addition, we consider our historical experience, the age of the receivable and current market and economic conditions. Uncollectible amounts are charged against the allowance account.

In the event we determine that a lease may not be paid, we include in our allowance an amount for the outstanding balance related to the lease receivable. As of March 31, 2012, amounts from lease receivables past due for more than 90 days were not significant.

The following table presents the activity of our allowance for credit losses related to lease receivables for the three months endedMarch 31, 2012and 2011(table in thousands):

	March 31,		March 31,
	2012		2011
Balance, beginning of the period	$	24,247	$	44,661
Recoveries		(11,758)		(14,332)
Provisions		8,559		16,313
Balance, end of the period	$	21,048	$	46,642

Gross lease receivables totaled $279.0millionand $277.7 millionas ofMarch 31, 2012 and 2011, respectively, before the allowance. The components of these balances were individually evaluated for impairment.

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Restructuring and Acquisition-Related Charges - Additional information (Detail) (USD $)	3 Months Ended		12 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2012	Mar. 31, 2012 Restructuring 2012 Program	Mar. 31, 2011 Restructuring 2011 Programs	Dec. 31, 2011 Restructuring 2011 Programs
Restructuring and acquisition-related charges	$ 25,893,000	$ 26,893,000
Restructuring Charges	24,200,000	23,299,000
Acquisition-related charges	1,700,000	3,600,000
Elimination of positions				298	33	787
Date of completion of workforce reduction and/or consolidation of facilities			2015	2012		2012
Lease termination costs for facilities	$ 3,700,000	$ 18,700,000

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Fair Value of Financial Assets and Liabilities

3 Months Ended

Mar. 31, 2012

Fair Value of Financial Assets and Liabilities

5.Fair Value of Financial Assets and Liabilities

Our fixed income and equity investments 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 fixed income securities are classified as Level 2, with the exception of some of our U.S. government and agency obligations and our investments in publicly traded equity securities, which are classified as Level 1, and all of our auction rate securities, which are classified as Level 3.In addition, our strategic investments held at cost are classified as Level 3. At March 31, 2012, the vast majority of our Level 2 securities 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 fixed income 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 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. Our publicly traded equity securities are classified as long-term investments and our strategic investments held at cost are classified as other assets. As a result of the lack of liquidity for auction rate securities, we have classified these as long-term investments as of March 31, 2012 and December 31, 2011. At March 31, 2012 and December 31, 2011, all of our short- and long-term investments, excluding auction rate securities, were recognized at fair value, which was determined based upon observable inputs from our pricing vendors for identical or similar assets. At March 31, 2012 and December 31, 2011, auction rate securities were valued using a discounted cash flow model.

The following tables summarize the composition of our short- and long-term investments at March 31, 2012 and December 31, 2011(tables in thousands):

	March 31, 2012
	Amortized Cost		Unrealized Gains		Unrealized (Losses)		Aggregate Fair Value
U.S. government and agency obligations	$	2,212,101	$	10,111	$	(1,680)	$	2,220,532
U.S. corporate debt securities		1,371,048		11,498		(475)		1,382,071
High yield corporate debt securities		451,107		21,441		(3,199)		469,349
Asset-backed securities		42,766		105		(15)		42,856
Municipal obligations		898,319		2,316		(655)		899,980
Auction rate securities		82,675		0		(4,278)		78,397
Foreign debt securities		1,026,224		6,708		(318)		1,032,614
Total fixed income securities		6,084,240		52,179		(10,620)		6,125,799
Publicly traded equity securities		58,059		23,510		0		81,569
Total	$	6,142,299	$	75,689	$	(10,620)	$	6,207,368

We held approximately $1.0 billion in foreign debt securities at March 31, 2012. These securities have an average credit rating of AA-, and approximately 7% of these securities are deemed sovereign debt with an average credit rating of AA+. None of the securities deemed sovereign debt are from Greece, Italy, Ireland, Portugal or Spain. Additionally, we have an immaterial amount of exposure to French agencies and financial institutions.

	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized (Losses)		Aggregate Fair Value
U.S. government and agency obligations	$	2,474,029	$	12,420	$	(1,488)	$	2,484,961
U.S. corporate debt securities		1,400,373		9,953		(2,573)		1,407,753
High yield corporate debt securities		442,723		12,498		(7,742)		447,479
Asset-backed securities		29,101		72		(25)		29,148
Municipal obligations		814,657		2,021		(597)		816,081
Auction rate securities		82,900		0		(8,304)		74,596
Foreign debt securities		984,696		5,185		(2,807)		987,074
Total fixed income securities		6,228,479		42,149		(23,536)		6,247,092
Publicly traded equity securities		58,199		6,802		0		65,001
Total	$	6,286,678	$	48,951	$	(23,536)	$	6,312,093

The following table represents our fair value hierarchy for our financial assets and liabilities measured at fair value as of March 31, 2012 (in thousands):

	Level 1		Level 2		Level 3		Total
Cash	$	1,821,521	$	-	$	-	$	1,821,521
Cash equivalents		2,796,165		53,489		-		2,849,654
U.S. government and agency obligations		1,130,349		1,090,183		-		2,220,532
U.S. corporate debt securities		-		1,382,071		-		1,382,071
High yield corporate debt securities		-		469,349		-		469,349
Asset-backed securities		-		42,856		-		42,856
Municipal obligations		-		899,980		-		899,980
Auction rate securities		-		-		78,397		78,397
Foreign debt securities		-		1,032,614		-		1,032,614
Publicly traded equity securities		81,569		-		-		81,569
Total cash and investments	$	5,829,604	$	4,970,542	$	78,397	$	10,878,543
Other items:
Strategic investments held at cost	$	-	$	-	$	203,847	$	203,847
Convertible debt		-		(3,191,887)		-		(3,191,887)
Foreign exchange derivative assets		-		42,778		-		42,778
Foreign exchange derivative liabilities		-		(32,291)		-		(32,291)
Commodity derivative liabilities		-		(5,410)		-		(5,410)
Interest rate swap contracts		-		(3,831)		-		(3,831)

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 $19.3 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.

To determine the estimated fair value of our investment in auction rate securities, we used a discounted cash flow model using a five year time horizon. As of March 31, 2012, the coupon rates used ranged from 1% to 5% and the discount rate was 1%, whichrate represents the rate at which similar FFELP backed securities with a five year time horizon outside of the auction rate securities market were trading at March 31, 2012. 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 March 31, 2012 compared to 2% atDecember 31, 2011 due to the narrowing of credit spreads on AA-rated banks during 2012.

The following table provides a summary of changes in fair value of our Level 3 auction rate securities for the three months endedMarch 31, 2012(table in thousands):

	Three Months Ended
	March 31, 2012
Balance, beginning of the period	$	74,596
Calls at par value		(225)
Decrease in previously recognized unrealized losses included in other
comprehensive income		4,026
Balance, end of the period	$	78,397

Significant changes in the unobservable inputs discussed above could result in a significantly lower or higher fair value measurement. Generally, an increase in the discount rate, liquidity discount margin or coupon rate results in a decrease in our fair value measurement and a decrease in the discount rate, liquidity discount margin or coupon rate results in an increase in our fair value measurement.

We perform a fair value calculation of our strategic investments held at cost on a quarterly basis using the most currently available information. To determine the estimated fair value of our private strategic investments we use a combination of several valuation techniques including discounted cash flow models, acquisition comparables and trading comparables. In addition, we evaluate the impact of pre- and post-money valuations of recent financing events and the impact of those on our fully diluted ownership percentages, and we consider any available information regarding the issuer's historical and forecasted performance as well as market comparables and conditions. The fair value of these investments is considered in our review for impairment if any events and changes in circumstances occur that might have a significant adverse effect on their value.

Investment Losses

Unrealized losses on investments at March 31, 2012 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
		Gross		Gross		Gross
		Unrealized		Unrealized		Unrealized
	Fair Value	Losses	Fair Value	Losses	Fair Value	Losses
U.S. government and agency obligations	$ 862,747	$ (1,651)	$ 1,482	$ (29)	$ 864,229	$ (1,680)
U.S. corporate debt securities	254,514	(475)	-	-	254,514	(475)
High yield corporate debt securities	64,144	(2,818)	1,689	(381)	65,833	(3,199)
Asset-backed securities	12,391	(14)	5	(1)	12,396	(15)
Municipal obligations	287,508	(655)	-	-	287,508	(655)
Auction rate securities	-	-	78,397	(4,278)	78,397	(4,278)
Foreign debt securities	169,025	(318)	-	-	169,025	(318)
Total	$ 1,650,329	$ (5,931)	$ 81,573	$ (4,689)	$ 1,731,902	$ (10,620)

As of March 31, 2012, there were no publicly traded equity securities in a continuous unrealized loss position. For all of our securities for which the amortized cost basis was greater than the fair value at March 31, 2012, 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, third party guarantees and the time to maturity.

Contractual Maturities

The contractual maturities of fixed income securities held at March 31, 2012 are as follows (table in thousands):

	March 31, 2012
	Amortized		Aggregate
	Cost Basis		Fair Value
Due within one year	$	1,658,223	$	1,662,038
Due after 1 year through 5 years		3,654,373		3,677,387
Due after 5 years through 10 years		440,857		456,844
Due after 10 years		330,787		329,530
Total	$	6,084,240	$	6,125,799

Short-term investments on the consolidated balance sheet include a $5.7 million variable rate note which has a contractual maturityin 2014,andis not classified within investments due within one year above.

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Inventories

3 Months Ended

Mar. 31, 2012

Inventories

6.Inventories

Inventories consist of (table in thousands):

	March 31,		December 31,
	2012		2011
Work-in-process	$	512,119	$	492,064
Finished goods		522,131		517,904
	$	1,034,250	$	1,009,968

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2012

Property, Plant and Equipment

8.Property, Plant and Equipment

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

	March 31,		December 31,
	2012		2011
Furniture and fixtures	$	184,273	$	180,800
Equipment and software		4,851,949		4,680,118
Buildings and improvements		1,768,677		1,748,214
Land		117,790		117,513
Building construction in progress		146,650		146,650
		7,069,339		6,873,295
Accumulated depreciation		(4,190,075)		(4,040,146)
	$	2,879,264	$	2,833,149

Building construction in progress at March 31, 2012 includes $65.8 million for facilities not yet placed in service that we are holding for future use.

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Segment Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenues:
Product revenues	$ 3,068,857,000	$ 2,931,259,000
Services revenues	2,025,521,000	1,676,359,000
Total consolidated revenues	5,094,378,000	4,607,618,000
Cost of sales	1,981,161,000	1,908,567,000
Gross profit	3,113,217,000	2,699,051,000
Gross profit percentage	61.10%	58.60%
Research and development	587,817,000	502,108,000
Selling, general and administrative	1,650,197,000	1,495,931,000
Restructuring and acquisition-related charges	25,893,000	26,893,000
Total costs and expenses	2,263,907,000	2,024,932,000
Operating income	849,310,000	674,119,000
Other income (expense), net	(32,421,000)	(49,926,000)
Income before provision for income taxes	816,889,000	624,193,000
Income tax provision	190,910,000	121,639,000
Net income	625,979,000	502,554,000
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39,137,000)	(25,406,000)
Net income attributable to EMC Corporation	586,842,000	477,148,000
Information Storage
Revenues:
Product revenues	2,454,735,000	2,384,011,000
Services revenues	1,234,172,000	1,055,466,000
Total consolidated revenues	3,688,907,000	3,439,477,000
Cost of sales	1,629,038,000	1,574,251,000
Gross profit	2,059,869,000	1,865,226,000
Gross profit percentage	55.80%	54.20%
Information Intelligence Group
Revenues:
Product revenues	36,062,000	41,132,000
Services revenues	109,491,000	110,043,000
Total consolidated revenues	145,553,000	151,175,000
Cost of sales	55,932,000	57,705,000
Gross profit	89,621,000	93,470,000
Gross profit percentage	61.60%	61.80%
RSA Information Security
Revenues:
Product revenues	96,489,000	87,180,000
Services revenues	110,028,000	87,074,000
Total consolidated revenues	206,517,000	174,254,000
Cost of sales	73,155,000	79,919,000
Gross profit	133,362,000	94,335,000
Gross profit percentage	64.60%	54.10%
EMC Information Infrastructure
Revenues:
Product revenues	2,587,286,000	2,512,323,000
Services revenues	1,453,691,000	1,252,583,000
Total consolidated revenues	4,040,977,000	3,764,906,000
Cost of sales	1,758,125,000	1,711,875,000
Gross profit	2,282,852,000	2,053,031,000
Gross profit percentage	56.50%	54.50%
Research and development	338,216,000	298,133,000
Selling, general and administrative	1,094,012,000	1,005,264,000
Total costs and expenses	1,432,228,000	1,303,397,000
Operating income	850,624,000	749,634,000
Other income (expense), net	(28,502,000)	(23,993,000)
Income before provision for income taxes	822,122,000	725,641,000
Income tax provision	220,453,000	172,214,000
Net income	601,669,000	553,427,000
Net income attributable to EMC Corporation	601,669,000	553,427,000
VMware Virtual Infrastructure Within EMC
Revenues:
Product revenues	481,571,000	418,936,000
Services revenues	571,830,000	423,776,000
Total consolidated revenues	1,053,401,000	842,712,000
Cost of sales	128,185,000	127,290,000
Gross profit	925,216,000	715,422,000
Gross profit percentage	87.80%	84.90%
Research and development	178,665,000	123,661,000
Selling, general and administrative	404,593,000	334,589,000
Total costs and expenses	583,258,000	458,250,000
Operating income	341,958,000	257,172,000
Other income (expense), net	7,301,000	1,524,000
Income before provision for income taxes	349,259,000	258,696,000
Income tax provision	62,969,000	49,253,000
Net income	286,290,000	209,443,000
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(58,588,000)	(41,679,000)
Net income attributable to EMC Corporation	227,702,000	167,764,000
Corp Reconciling Items
Revenues:
Cost of sales	94,851,000	69,402,000
Gross profit	(94,851,000)	(69,402,000)
Research and development	70,936,000	80,314,000
Selling, general and administrative	151,592,000	156,078,000
Restructuring and acquisition-related charges	25,893,000	26,893,000
Total costs and expenses	248,421,000	263,285,000
Operating income	(343,272,000)	(332,687,000)
Other income (expense), net	(11,220,000)	(27,457,000)
Income before provision for income taxes	(354,492,000)	(360,144,000)
Income tax provision	(92,512,000)	(99,828,000)
Net income	(261,980,000)	(260,316,000)
Less: Net income attributable to the non-controlling interest in VMware, Inc.	19,451,000	16,273,000
Net income attributable to EMC Corporation	$ (242,529,000)	$ (244,043,000)

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Segment Information - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
United States
Minimum percentage of revenue accounted	10.00%	10.00%
Long-lived assets, excluding financial instruments, deferred tax assets, goodwill and intangible assets		$ 3,631.2	$ 3,622.8
Minimum percentage of Assets accounted	10.00%		10.00%
International Segment
Long-lived assets, excluding financial instruments and deferred tax assets	$ 583.6		$ 616.5

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Basis of Presentation - Additional Information (Detail) (Convertible Notes 1 Point 75 Percent Due 2013, USD $) In Millions, unless otherwise specified	Mar. 31, 2012
Convertible Notes 1 Point 75 Percent Due 2013
Convertible senior notes included in calculation of net income per share	$ 1,725

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Property, Plant and Equipment - Additional Information (Detail) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Building construction in progress	$ 146,650,000	$ 146,650,000
Assets Held For Future Use
Building construction in progress	$ 65,800,000

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Restructuring and Acquisition-Related Charges

3 Months Ended

Mar. 31, 2012

Restructuring and Acquisition-Related Charges

13.Restructuring and Acquisition-Related Charges

For the three months endedMarch 31, 2012and 2011, we incurred restructuring and acquisition-related charges of $25.9 million and $26.9 million, respectively. For the three months endedMarch 31, 2012, we incurred $24.2 millionof restructuring charges, primarily related to our current year restructuring program and $1.7 millionof charges in connection with acquisitions for financial advisory, legal and accounting services.For the three months endedMarch 31, 2011, we incurred $23.3 millionof restructuring charges, primarily related to our 2011 restructuring programs and$3.6 millionof costs in connection with acquisitions for financial advisory, legal and accounting services.

In the first quarter of 2012, we implemented a restructuring program to create further operational efficiencies which will result in a workforce reduction of 298 positions. The actions will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions are expected to be completed by the end of 2012.

During 2011, we implemented separate restructuring programs to create further operational efficiencies which will result in a workforce reduction of 787 positions, of which 33 positions were identified in the three months ended March 31, 2011. The actions will impact positions around the globe covering our Information Storage, RSA Information Security and Information Intelligence Group segments. All of these actions are expected to be completed by the end of 2012.

For the three months ended March 31, 2012 and 2011, we recognized $3.7 million and $18.7 million, respectively, of lease termination costs for facilities vacated in the period in accordance with our plan as part of all of our restructuring programs. These costs are expected to be utilized by the end of 2015.

The activity for the restructuring programs is presented below (tables in thousands):

Three Months Ended March 31, 2012
2012 Programs	Beginning	2012		Balance as of
Category	Balance	Charges	Utilization	March 31, 2012
Workforce reductions	$ -	$ 23,348	$ (2,706)	$ 20,642
Consolidation of excess facilities	-	1,318	(710)	608
Total	$ -	$ 24,666	$ (3,416)	$ 21,250
		Adjustments
Other Programs	Beginning	to the		Balance as of
Category	Balance	Provision	Utilization	March 31, 2012
Workforce reductions	$ 49,863	$ (2,876)	$ (15,675)	$ 31,312
Consolidation of excess facilities and other contractual obligations	30,112	2,389	(4,320)	28,181
Total	$ 79,975	$ (487)	$ (19,995)	$ 59,493
Three Months Ended March 31, 2011
	Beginning	2011		Balance as of
Category	Balance	Charges	Utilization	March 31, 2011
Workforce reductions	$ 53,946	$ 4,640	$ (22,298)	$ 36,288
Consolidation of excess facilities and other contractual obligations	27,818	18,659	(10,561)	35,916
Total	$ 81,764	$ 23,299	$ (32,859)	$ 72,204

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Fair Value of Financial Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2012

Composition of Investments

	March 31, 2012
	Amortized Cost		Unrealized Gains		Unrealized (Losses)		Aggregate Fair Value
U.S. government and agency obligations	$	2,212,101	$	10,111	$	(1,680)	$	2,220,532
U.S. corporate debt securities		1,371,048		11,498		(475)		1,382,071
High yield corporate debt securities		451,107		21,441		(3,199)		469,349
Asset-backed securities		42,766		105		(15)		42,856
Municipal obligations		898,319		2,316		(655)		899,980
Auction rate securities		82,675		0		(4,278)		78,397
Foreign debt securities		1,026,224		6,708		(318)		1,032,614
Total fixed income securities		6,084,240		52,179		(10,620)		6,125,799
Publicly traded equity securities		58,059		23,510		0		81,569
Total	$	6,142,299	$	75,689	$	(10,620)	$	6,207,368

	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized (Losses)		Aggregate Fair Value
U.S. government and agency obligations	$	2,474,029	$	12,420	$	(1,488)	$	2,484,961
U.S. corporate debt securities		1,400,373		9,953		(2,573)		1,407,753
High yield corporate debt securities		442,723		12,498		(7,742)		447,479
Asset-backed securities		29,101		72		(25)		29,148
Municipal obligations		814,657		2,021		(597)		816,081
Auction rate securities		82,900		0		(8,304)		74,596
Foreign debt securities		984,696		5,185		(2,807)		987,074
Total fixed income securities		6,228,479		42,149		(23,536)		6,247,092
Publicly traded equity securities		58,199		6,802		0		65,001
Total	$	6,286,678	$	48,951	$	(23,536)	$	6,312,093

Fair Value Hierarchy For Financial Assets And Liabilities Measured At Fair Value

	Level 1		Level 2		Level 3		Total
Cash	$	1,821,521	$	-	$	-	$	1,821,521
Cash equivalents		2,796,165		53,489		-		2,849,654
U.S. government and agency obligations		1,130,349		1,090,183		-		2,220,532
U.S. corporate debt securities		-		1,382,071		-		1,382,071
High yield corporate debt securities		-		469,349		-		469,349
Asset-backed securities		-		42,856		-		42,856
Municipal obligations		-		899,980		-		899,980
Auction rate securities		-		-		78,397		78,397
Foreign debt securities		-		1,032,614		-		1,032,614
Publicly traded equity securities		81,569		-		-		81,569
Total cash and investments	$	5,829,604	$	4,970,542	$	78,397	$	10,878,543
Other items:
Strategic investments held at cost	$	-	$	-	$	203,847	$	203,847
Convertible debt		-		(3,191,887)		-		(3,191,887)
Foreign exchange derivative assets		-		42,778		-		42,778
Foreign exchange derivative liabilities		-		(32,291)		-		(32,291)
Commodity derivative liabilities		-		(5,410)		-		(5,410)
Interest rate swap contracts		-		(3,831)		-		(3,831)

Changes in Fair Value of Level 3 Financial Assets

	Three Months Ended
	March 31, 2012
Balance, beginning of the period	$	74,596
Calls at par value		(225)
Decrease in previously recognized unrealized losses included in other
comprehensive income		4,026
Balance, end of the period	$	78,397

Unrealized Losses on Investments by Investment Category and Length of Time in Continuous Unrealized Loss Position

	Less Than 12 Months		12 Months or Greater		Total
		Gross		Gross		Gross
		Unrealized		Unrealized		Unrealized
	Fair Value	Losses	Fair Value	Losses	Fair Value	Losses
U.S. government and agency obligations	$ 862,747	$ (1,651)	$ 1,482	$ (29)	$ 864,229	$ (1,680)
U.S. corporate debt securities	254,514	(475)	-	-	254,514	(475)
High yield corporate debt securities	64,144	(2,818)	1,689	(381)	65,833	(3,199)
Asset-backed securities	12,391	(14)	5	(1)	12,396	(15)
Municipal obligations	287,508	(655)	-	-	287,508	(655)
Auction rate securities	-	-	78,397	(4,278)	78,397	(4,278)
Foreign debt securities	169,025	(318)	-	-	169,025	(318)
Total	$ 1,650,329	$ (5,931)	$ 81,573	$ (4,689)	$ 1,731,902	$ (10,620)

Contractual Maturities of Investments

	March 31, 2012
	Amortized		Aggregate
	Cost Basis		Fair Value
Due within one year	$	1,658,223	$	1,662,038
Due after 1 year through 5 years		3,654,373		3,677,387
Due after 5 years through 10 years		440,857		456,844
Due after 10 years		330,787		329,530
Total	$	6,084,240	$	6,125,799

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Accounts and Notes Receivable and Allowance for Credit Losses - Additional Information (Detail) (Future Period, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Future Period
Financing Receivable, Recorded Investment, Past Due [Line Items]
Sales of leases to third parties without recourse	$ 42.6

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Fair Value Hierarchy For Financial Assets And Liabilities Measured At Fair Value (Detail) (USD $)	Mar. 31, 2012
Total cash and investments	$ 10,878,543,000
Convertible debt	(3,191,887,000)
Foreign exchange derivative assets	42,778,000
Foreign exchange derivative liabilities	(32,291,000)
Cash
Total cash and investments	1,821,521,000
Cash Equivalents
Total cash and investments	2,849,654,000
US Government Agencies Debt Securities
Total cash and investments	2,220,532,000
US Corporate Debt Securities
Total cash and investments	1,382,071,000
High Yield Corporate Debt Securities
Total cash and investments	469,349,000
Asset-backed Securities
Total cash and investments	42,856,000
Municipal Obligations
Total cash and investments	899,980,000
Auction Rate Securities
Total cash and investments	78,397,000
Foreign Debt Securities
Total cash and investments	1,032,614,000
Publicly Traded Equity Securities
Total cash and investments	81,569,000
Strategic Investments Held At Cost
Total cash and investments	203,847,000
Commodity Contract
Commodity derivative liabilities	(5,410,000)
Interest Rate Swap
Commodity derivative liabilities	(3,831,000)
Fair Value, Inputs, Level 1
Total cash and investments	5,829,604,000
Fair Value, Inputs, Level 1 | Cash
Total cash and investments	1,821,521,000
Fair Value, Inputs, Level 1 | Cash Equivalents
Total cash and investments	2,796,165,000
Fair Value, Inputs, Level 1 | US Government Agencies Debt Securities
Total cash and investments	1,130,349,000
Fair Value, Inputs, Level 1 | Publicly Traded Equity Securities
Total cash and investments	81,569,000
Fair Value, Inputs, Level 2
Total cash and investments	4,970,542,000
Convertible debt	(3,191,887,000)
Foreign exchange derivative assets	42,778,000
Foreign exchange derivative liabilities	(32,291,000)
Fair Value, Inputs, Level 2 | Cash Equivalents
Total cash and investments	53,489,000
Fair Value, Inputs, Level 2 | US Government Agencies Debt Securities
Total cash and investments	1,090,183,000
Fair Value, Inputs, Level 2 | US Corporate Debt Securities
Total cash and investments	1,382,071,000
Fair Value, Inputs, Level 2 | High Yield Corporate Debt Securities
Total cash and investments	469,349,000
Fair Value, Inputs, Level 2 | Asset-backed Securities
Total cash and investments	42,856,000
Fair Value, Inputs, Level 2 | Municipal Obligations
Total cash and investments	899,980,000
Fair Value, Inputs, Level 2 | Foreign Debt Securities
Total cash and investments	1,032,614,000
Fair Value, Inputs, Level 2 | Commodity Contract
Commodity derivative liabilities	(5,410,000)
Fair Value, Inputs, Level 2 | Interest Rate Swap
Commodity derivative liabilities	(3,831,000)
Fair Value, Inputs, Level 3
Total cash and investments	78,397,000
Fair Value, Inputs, Level 3 | Auction Rate Securities
Total cash and investments	78,397,000
Fair Value, Inputs, Level 3 | Strategic Investments Held At Cost
Total cash and investments	$ 203,847,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income	$ 625,979,000	$ 502,554,000
Other comprehensive income (loss), net of taxes (benefits):
Foreign currency translation adjustments	14,986,000	19,143,000
Changes in market value of investments:
Changes in unrealized gains, net of taxes of $13,045 and $8,959	25,862,000	20,733,000
Less: reclassification adjustment for net gains realized in net income, net of taxes of $1,650 and $1,257	(903,000)	(5,446,000)
Net change in market value of investments	24,959,000	15,287,000
Changes in market value of derivatives:
Changes in market value of derivatives, net of taxes of $5,928 and $3,392	10,001,000	(3,560,000)
Less: reclassification adjustment for net losses included in net income, net of tax benefits of $(5) and $(1,109)	33,000	7,766,000
Net change in market value of derivatives	10,034,000	4,206,000
Other comprehensive income	49,979,000	38,636,000
Comprehensive income	675,958,000	541,190,000
Less: Net income attributable to the non-controlling interest in VMware, Inc.	(39,137,000)	(25,406,000)
Less: Other comprehensive (income) loss attributable to the non-controlling interest in VMware, Inc.	(662,000)	(2,922,000)
Comprehensive income attributable to EMC Corporation	$ 636,159,000	$ 512,862,000

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Non-controlling Interest in VMware, Inc.

3 Months Ended

Mar. 31, 2012

Non-controlling Interest in VMware, Inc.

2.       Non-controlling Interest in VMware, Inc.

The non-controlling interests' share of equity in VMware is reflected as Non-controlling interest in VMware, Inc. in the accompanying consolidated balance sheets and was $1,080.0 million and $805.8 million as of March 31,2012 and 2011, respectively. At March 31,2012, EMC held approximately 97% of the combined voting power of VMware's outstanding common stock and approximately 79% of the economic interest in VMware.

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

	For the Three Months Ended
	March 31,		March 31,
	2012		2011
Net income attributable to EMC Corporation	$	586,842	$	477,148
Transfers (to) from the non-controlling interest in VMware, Inc.:
Increase in EMC Corporation’s additional paid-in-capital for VMware’s equity
issuances		37,982		35,069
Decrease in EMC Corporation’s additional paid-in-capital for VMware’s other
equity activity		(37,052)		(104,915)
Net transfers (to) from non-controlling interest		930		(69,846)
Change from net income attributable to EMC Corporation and transfers from the
non-controlling interest in VMware, Inc.	$	587,772	$	407,302

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Accumulated Other Comprehensive Loss, Net of Tax (Detail) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Foreign currency translation adjustments	$ 4,206,000	$ (10,780,000)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(3,850) and $(8,492)	(6,770,000)	(15,044,000)
Unrealized gains on investments, net of taxes of $28,396 and $18,343	47,293,000	30,608,000
Unrealized losses on derivatives, net of tax benefits of $(56,287) and $(62,210)	(90,412,000)	(100,446,000)
Recognition of actuarial net loss from pension and other postretirement plans, net of tax benefits of $(81,798) and $(81,798)	(139,108,000)	(139,108,000)
Accumulated Other Comprehensive Income Including Portion Attributable To Noncontrolling Interest, Total	(184,791,000)	(234,770,000)
Less: Accumulated other comprehensive income attributable to the non-controlling interest in VMware, Inc.	(901,000)	(239,000)
Accumulated other comprehensive loss, net	$ (185,692,000)	$ (235,009,000)

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Inventories (Tables)

3 Months Ended

Mar. 31, 2012

Components of Inventories

	March 31,		December 31,
	2012		2011
Work-in-process	$	512,119	$	492,064
Finished goods		522,131		517,904
	$	1,034,250	$	1,009,968

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Key Components of Convertible Debt (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Debt Instrument [Line Items]
Contractual interest expense on the coupon	$ 7,523,000	$ 15,094,000
Amortization of the discount component recognized as interest expense	14,700,000	29,363,000
Total interest expense on the convertible debt	$ 22,223,000	$ 44,457,000

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Stockholders' Equity

3 Months Ended

Mar. 31, 2012

Shareholders' Equity

12.Stockholders' 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,		March 31,
	2012		2011
Numerator:
Net income attributable to EMC Corporation	$	586,842	$	477,148
Incremental dilution from VMware		(2,891)		(2,764)
Net income – dilution attributable to EMC Corporation	$	583,951	$	474,384
Denominator:
Weighted average shares, basic		2,067,828		2,066,136
Weighted common stock equivalents		45,606		59,841
Assumed conversion of the 2013 Notes and associated warrants		88,499		132,301
Weighted average shares, diluted		2,201,933		2,258,278

Due to the cash settlement feature of the principal amount of the 2013 Notes, we only include the impact of the premium feature in our diluted earnings per share calculation when the 2013 Notes are convertible due to maturity or when the average stock price exceeds the conversion price of the 2013 Notes.

Concurrent with the issuance of the 2011 Notes and 2013 Notes, we also entered into separate transactions in which we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 215 million shares of our common stock at an exercise price of approximately $19.55 per share of our common stock.Half of the associated warrants were exercised during the three months ended March 31, 2012. We include the impact of the remainingoutstanding sold warrants in our diluted earnings per share calculation when the average stock price exceeds the exercise price.

Restricted stock awards, restricted stock units and options to acquire sharesof our common stock in the amount of4.6million and 15.9 millionfor the three months endedMarch 31, 2012 and 2011, 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 both authorized and unissued shares (including repurchased shares)for all issuances under our equity plans. In 2008, our Board of Directors authorized the repurchase of 250.0 million shares of our common stock. Of the 250.0 million shares authorized for repurchase, we have repurchased 195.8 million shares at a total cost of $3.7 billion, leaving a remaining balance of 54.2 million shares authorized for future repurchases. We did not repurchase any shares in the three months endedMarch 31, 2012.We plan to spend up to $700.0 million in 2012 on common stock repurchases.

Accumulated Other Comprehensive Loss

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

		March 31,		December 31,
		2012		2011
Foreign currency translation adjustments	$	4,206	$	(10,780)
Unrealized losses on temporarily impaired investments, net of tax benefits of $(3,850) and
$(8,492)		(6,770)		(15,044)
Unrealized gains on investments, net of taxes of $28,396 and $18,343		47,293		30,608
Unrealized losses on derivatives, net of tax benefits of $(56,287) and $(62,210)		(90,412)		(100,446)
Recognition of actuarial net loss from pension and other postretirement plans, net of tax
benefits of $(81,798) and $(81,798)		(139,108)		(139,108)
		(184,791)		(234,770)
Less: accumulated other comprehensive income attributable to the
non-controlling interest in VMware, Inc.		(901)		(239)
	$	(185,692)	$	(235,009)